AECOM Acquires Stake in Shimmick Corp.

TL;DR

**AECOM goes big on Shimmick!**

AI Summary

AECOM, through its subsidiary AECOM Capital Corp., has acquired a significant stake in Shimmick Corporation, as reported in a Schedule 13D filing on May 24, 2024. The filing indicates AECOM's intention to potentially influence Shimmick's management and strategic direction.

Why It Matters

This filing signals AECOM's increased involvement and potential strategic interest in Shimmick Corporation, which could impact Shimmick's operations and future strategic decisions.

Risk Assessment

Risk Level: medium — The filing indicates a significant stake and potential influence, which could lead to changes in Shimmick's strategy or management, creating uncertainty.

Key Players & Entities

• AECOM (company) — Acquiring entity
• Shimmick Corporation (company) — Target company
• AECOM Capital Corp. (company) — Subsidiary of AECOM involved in the transaction
• David Y. Gan (person) — Executive Vice President, Chief Legal Officer of AECOM

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common stock, par value $0.01 per share (Title of Class of Securiti
• $60 million — ement provides borrowing capacity up to $60 million. The obligations under the Credit Agree

Filing Documents

• tm2415351d1_sc13d.htm (SC 13D) — 74KB
• tm2415351d1_ex99-3.htm (EX-99.3) — 137KB
• tm2415351d1_ex99-5.htm (EX-99.5) — 83KB
• 0001104659-24-065143.txt ( ) — 296KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this “Statement”) relates to Common Stock of the Issuer, a Delaware corporation, with its principal executive offices located at 530 Technology Drive, Suite 300, Irvine, California 92618.

Identity and Background

Item 2.Identity and Background. (a) This Statement is being filed by AECOM, a Delaware corporation (the “Reporting Person”). (b) The address of the principal business office of the Reporting Person is 13355 Noel Road, Dallas, Texas 75240. (c) The principal business of the Reporting Person is providing professional infrastructure consulting services for governments, businesses and organizations. The directors and executive officers of the Reporting Person are listed on Schedule I attached hereto, which is incorporated herein by reference into this Item 2 (“Schedule 1”). (d) During the last five years, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, any of the persons set forth on Schedule 1, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Reporting Person, nor, to the best knowledge of the Reporting Person, any of the persons set forth on Schedule 1, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Not applicable.

Source and Amount of Funds or Other

Item 3. Source and Amount of Funds or Other Consideration. The information set forth in Item 4 hereof is hereby incorporated by reference into this Item 3. On May 20, 2024, the Reporting Person entered into a Share Issuance Agreement with the Issuer (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. 5,144,622 Shares were issued to the Reporting Person on May 20, 2024 (the “Initial Shares”). Issuance of the remaining 2,600,378 Shares (the “Additional Shares”) is subject to approval of the Issuer’s stockholders, pursuant to Nasdaq listing requirements. The Issuer intends to hold a special meeting of stockholders as soon as practical to approve the issuance of the Additional Shares, and agreed to issue the Additional Shares to the Reporting Person promptly (and in no event more than two business days) following receipt of the requisite stockholder approval.

Purpose of the Transaction

Item 4. Purpose of the Transaction. The information set forth in Item 3 and Item 6 hereof is incorporated by reference into this Item 4. The Reporting Person acquired the Shares for investment purposes. Credit Agreement On May 20, 2024, the Issuer, as guarantor, and its wholly-owned subsidiaries as borrowers (“Borrowers”), Alter Domus (US) LLC, as agent (the “Agent”), and the Reporting Person and Berkshire Hathaway Specialty Insurance Company (“BHSI”) as lenders, entered into a revolving credit facility (the “Credit Agreement”). The Credit Agreement provides borrowing capacity up to $60 million. The obligations under the Credit Agreement bear interest at a per annum rate equal to one month Term SOFR (as defined in the Credit Agreement), subject to a 1.00% floor, plus 3.50%. Interest on any outstanding amounts drawn under the Credit Agreement will be payable, in kind or in cash at the election of the Issuer, on the last day of each month and upon prepayment. The Issuer expects to use the proceeds from the Credit Agreement for general corporate purposes. The Credit Agreement matures on May 20, 2029 (the “Maturity Date”), and the Borrowers may borrow, repay and reborrow amounts under the Credit Agreement until the Maturity Date. Obligations of the Borrowers under the Credit Agreement are guaranteed by the Issuer, and secured by a lien on substantially all assets of the Issuer and the Borrowers. The Credit Agreement contains customary affirmative and negative covenants for a transaction of this type, including covenants that limit liens, asset sales and investments, in each case tested starting in the third quarter of fiscal year 2025. The Credit Agreement also contains representations and warranties and event of default provisions customary for a transaction of this t

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a) and (b) The information set forth in Items 7-13 of the cover pages is hereby incorporated by reference into this Item 5(a) and (b). (c) The information set forth in Items 3 and 4 is hereby incorporated by reference into this Item 5(c). Except as set forth in this Statement, neither the Reporting Persons nor, to the best knowledge of the Reporting Person, any of the persons set forth on Schedule 1, has effected any transactions in the Common Stock in the past 60 days. (d) Not applicable. (e) Not applicable.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. The information set forth in Items 3 and 4 hereof is hereby incorporated by reference into this Item 6. Share Issuance Agreement The Share Issuance Agreement contains registration rights in favor of the Reporting Person, including the ability to request up to three underwritten offerings during any twelve-month period beginning May 20, 2025 until the Outside Date (as defined in the Share Issuance Agreement), in each case, The Share Issuance Agreement also contains a lock-up provision whereby, for the period beginning May 20, 2024 and continuing to the date that is the earlier of (i) the effective date of a registration statement registering the resale of all or a portion of the Shares is declared effective by the SEC and (ii) the date the Initial Shares are eligible for resale under Rule 144, subject to certain carveouts and exceptions, the Reporting Person will not, and will not cause or direct any of its affiliates to, (i) offer, sell, contract to sell, pledge, grant any options to purchase, lend or otherwise dispose of any shares of Common Stock, or any options or warrants to purchase any shares of Common Stock, or any securities convertible into, exchangeable for or that represent the right to receive shares of Common Stock, (ii) engage in any hedging or other transaction or arrangement which is designed to or which reasonably could be expected to lead to or result in a sale, loan, pledge or other disposition or transfer of any of the economic consequences of ownership of shares of Common Stock, or (iii) otherwise publicly announce any intention to engage in or cause any action or activity described in clause (i) or transaction or arrangement described in clause (ii). The foregoing description of the Share Issuance Agreement set forth in

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. The following are exhibits to this Statement: Exhibit 99.1 Share Issuance Agreement, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.3 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2024) Exhibit 99.2 Credit, Security and Guaranty Agreement, dated May 20, 2024, by and among Shimmick Construction Company, Inc., Rust Constructors Inc., The Leasing Corporation, Shimmick Corporation, the other guarantors party thereto, the agent thereunder, and the lenders time to time party thereto (incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2024) Exhibit 99.3 Pledge Agreement, dated May 20, 2024, by and among Shimmick Corporation and each of its direct and indirect subsidiaries set forth on the signature pages thereto as a pledgor, and Alter Domus (US) LLC, as administrative agent for the benefit of itself and the lenders time to time party thereto* Exhibit 99.4 Side Letter, dated May 20, 2024, between Shimmick Corporation and AECOM (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on May 20, 2024) Exhibit 99.5 Guaranty Agreement, dated May 20, 2024, by AECOM in favor of MidCap Funding IV Trust* * 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: May 24, 2024 AECOM By: /s/ David Y. Gan Name: David Y. Gan Title: Executive Vice President,Chief Legal Officer SCHEDULE 1 Executive Officers and Directors The name and principal occupation of each executive officer and director of AECOM are set forth below. The address for each person listed below is c/o AECOM, 13355 Noel Road, Dallas, Texas 75240. None of the executive officers or directors of AECOM owns any

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