AECOM Files 13D/A Amendment for Shimmick Corp

TL;DR

AECOM updated its Shimmick Corp filing on 6/26. Watch this space.

AI Summary

AECOM filed an amendment (SC 13D/A) on June 26, 2024, regarding its ownership of Shimmick Corporation. The filing indicates a change in the beneficial ownership of Shimmick Corporation's common stock, with AECOM being the filer.

Why It Matters

This filing provides updated information on AECOM's stake in Shimmick Corporation, which could signal strategic intentions or changes in their business relationship.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate shifts in control or significant investment strategies, requiring careful monitoring.

Key Players & Entities

• AECOM (company) — Filer of the SC 13D/A amendment
• Shimmick Corporation (company) — Subject company of the filing
• David Y. Gan (person) — Executive Vice President, Chief Legal Officer at AECOM, listed in the filing

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common stock, par value $0.01 per share (Title of Class of Securiti

Filing Documents

• tm2418272d1_sc13da.htm (SC 13D/A) — 45KB
• tm2418272d1_ex99-6.htm (EX-99.6) — 108KB
• 0001104659-24-075213.txt ( ) — 154KB

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration.

of the Schedule 13D is hereby amended and

Item 3 of the Schedule 13D is hereby amended and restated to read as follows: The information set forth in Item 4 of the Schedule 13D is hereby incorporated by reference into this Item 3. On May 20, 2024, the Reporting Person entered into the Share Issuance Agreement, pursuant to which the Issuer agreed to issue an aggregate of 7,745,000 shares of Common Stock to the Reporting Person (the “Shares”) in exchange for AECOM granting releases to the Issuer in connection with resolving certain litigation matters between the Reporting Person and the Issuer pursuant to a settlement and release agreement. The Initial Shares were issued to the Reporting Person on May 20, 2024. Issuance of the Additional Shares was subject to approval of the Issuer’s stockholders, pursuant to Nasdaq listing requirements. At a special meeting of stockholders held on June 26, 2024, the Issuer’s stockholders approved the issuance of the Additional Shares, and the Additional Shares were issued as follows: (i) 1,563,429 Additional Shares were issued to the Reporting Person on June 26, 2024 and (ii) 1,036,949 Additional Shares were issued for the benefit of the Reporting Person into escrow pursuant to the Escrow Agreement (described under Item 6).

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

(c) of the Schedule 13D is hereby amended and restated to

Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows: (c) The information set forth in Item 3 is hereby incorporated by reference into this Item 5(c).

(d) of the Schedule 13D is hereby amended and restated to

Item 5(d) of the Schedule 13D is hereby amended and restated to read as follows: (d) The information set forth in Item 6 is hereby incorporated by reference into this Item 5(d).

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer.

of the Schedule 13D is hereby amended and

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following disclosure: Escrow Services Agreement Under the Escrow Agreement, the Issuer deposited 1,036,949 of the Additional Shares (the “Escrow Shares”) in an escrow account titled in the name of the Escrow Agent for the benefit of the Reporting Person to be held by the Escrow Agent. During such period that the Escrow Shares are held in escrow, the Reporting Person will not have the right to exercise any voting rights and other consensual rights with respect to such shares. The Escrow Agreement does not grant any other person or entity proxy to vote such Escrow Shares. all dividends payable in cash with respect to the Escrow Shares shall be paid to the Reporting Person, but all dividends payable in shares or other non-cash property shall be delivered to the Escrow Agent to hold in accordance with the terms of the Escrow Agreement. Under the Escrow Agreement, the Issuer agreed to cooperate with the Reporting Person to issue, within three business days after receipt of a request from the Reporting Person to, a written direction to the Escrow Agent to release an amount of requested Escrow Shares no greater than an amount that after giving effect to such disbursement of Escrow Shares would cause the Reporting Person’s ownership percentage to be greater than 19.99% of the then outstanding shares of the Issuer. The foregoing description of the Escrow Agreement set forth in this Item 6 does not purport to be complete and is qualified in its entirety by reference to the full text of the Escrow Agreement, which has been filed as Exhibit 99.6 hereto and is incorporated herein by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

of the Schedule 13D is hereby amended and

Item 7 of the Schedule 13D is hereby amended and supplemented by adding the following exhibit: Exhibit 99.6 Escrow Services Agreement, dated June 24, 2024, by and among Shimmick Corporation, AECOM and Equiniti Trust Company, LLC * * Filed herewith. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Date: June 26, 2024 AECOM By: /s/ David Y. Gan Name: David Y. Gan Title: Executive Vice President, Chief Legal Officer

View Full Filing

View this SC 13D/A filing on SEC EDGAR