Amentum Holdings Files 8-K/A Amendment on Agreements

TL;DR

Amentum Holdings filed an 8-K/A amendment, signaling shifts in material agreements and financial obligations.

AI Summary

Amentum Holdings, Inc. filed an 8-K/A amendment on October 3, 2024, related to events occurring on September 27, 2024. The filing concerns the entry into and termination of a material definitive agreement, as well as the creation of a direct financial obligation or an off-balance sheet arrangement. Specific details regarding the nature of these agreements and obligations are not fully elaborated in the provided text.

Why It Matters

This amendment to a previous filing indicates significant changes in Amentum's contractual and financial obligations, which could impact its financial health and operational structure.

Risk Assessment

Risk Level: medium — Amendments to material definitive agreements and financial obligations can indicate complex or changing business circumstances that warrant closer scrutiny.

Key Players & Entities

• Amentum Holdings, Inc. (company) — Registrant
• September 27, 2024 (date) — Earliest event reported
• October 3, 2024 (date) — Filing date

FAQ

Key Financial Figures

• $0.01 — ange on which registered Common Stock, $0.01 par value AMTM New York Stock Excha
• $3.75 billion — t, pursuant to which Amentum obtained a $3.75 billion term facility and a $850 million revolv
• $850 million — ned a $3.75 billion term facility and a $850 million revolving facility. The Credit Agreeme
• $1.13 billion — rst lien term facility in the amount of $1.13 billion was originally borrowed on September 27
• $2.62 billion — by, the Credit Agreement. The remaining $2.62 billion of the term facility was borrowed on Se
• $1,000,000,000 — term facility to make a cash payment of $1,000,000,000, subject to adjustment based on the lev
• $1.0 billion — tum, completed the issuance and sale of $1.0 billion aggregate principal amount of 7.250% Se
• $987,500,000 — m the Notes Offering were approximately $987,500,000, after deducting discounts and commissi

Filing Documents

• form8-ka.htm (8-K/A) — 48KB
• ex4-1.htm (EX-4.1) — 1040KB
• ex4-3.htm (EX-4.3) — 95KB
• ex4-4.htm (EX-4.4) — 15KB
• ex10-1.htm (EX-10.1) — 1798KB
• 0000950157-24-001363.txt ( ) — 3771KB
• amtm-20240927.xsd (EX-101.SCH) — 4KB
• amtm-20240927_def.xml (EX-101.DEF) — 17KB
• amtm-20240927_lab.xml (EX-101.LAB) — 26KB
• amtm-20240927_pre.xml (EX-101.PRE) — 19KB
• form8-ka_htm.xml (XML) — 4KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Credit Agreement On September 27, 2024, Amentum entered into the Credit Agreement dated as of such date (the "Credit Agreement"), by and among Amentum, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, pursuant to which Amentum obtained a $3.75 billion term facility and a $850 million revolving facility. The Credit Agreement was originally entered into by Amentum Parent, and Amentum became a party to, and a borrower under, the Credit Agreement as a result of the merger between Amentum and Amentum Parent entered into in connection with the RMT Transaction. A portion of the first lien term facility in the amount of $1.13 billion was originally borrowed on September 27, 2024 by Amentum under a separate Term Credit Agreement, also entered on September 27, 2024, but immediately after the effective time of the merger, that separate Term Credit Agreement was superseded and replaced in its entirety by the Credit Agreement, and such portion of the term facility is now outstanding under, and governed by, the Credit Agreement. The remaining $2.62 billion of the term facility was borrowed on September 27, 2024. Amentum used a portion of the term facility to make a cash payment of $1,000,000,000, subject to adjustment based on the levels of cash, debt and working capital in the SpinCo Business at closing, to Jacobs, and the remainder of the term facility was used, together with other cash sources, to repay in full all outstanding borrowings and other amounts under the Prior Amentum Credit Agreements (as defined below) and to pay related fees and expenses related to the financing and the related transactions. Proceeds of the revolving facility under the Credit Agreement may be used for general corporate purposes. Any repayments and prepayments of the term facility may not be reborrowed; repayments of the revolvi

02. Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement. In connection with the RMT Transaction, on September 27, 2024, Amentum repaid all outstanding borrowings and other amounts under the First Lien Credit Agreement dated as of January 31, 2020, as amended (the "Prior Amentum First Lien Credit Agreement"), by and among Amentum Parent, Amentum Holdings LLC, Amentum Government Services Holdings LLC, Amentum N&E Holdings LLC, the borrowing subsidiaries from time to time party thereto, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the Second Lien Term Loan Agreement dated as of January 31, 2020, as amended (together with the Prior Amentum First Lien Credit Agreement, the "Prior Amentum Credit Agreements"), by and among Amentum Parent, Amentum Holdings LLC, Amentum Government Services Holdings LLC, Amentum N&E Holdings LLC, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and the Prior Amentum Credit Agreements were terminated on September 27, 2024. Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 above is incorporated by reference to this Item 2.03.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 4.1 Indenture, dated as of August 13, 2024, between Amentum Escrow Corporation and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 7.250% Senior Note due 2032 (included in Exhibit 4.1). 4.3 First Supplemental Indenture, dated as of September 27, 2024, between the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee. 4.4 Second Supplemental Indenture, dated as of September 27, 2024, between Amazon Holdco Inc. and U.S. Bank Trust Company, National Association, as trustee. 10.1 Credit Agreement, dated as of September 27, 2024, by and among Amentum Holdings, Inc. (as successor in interest to Amentum Parent Holdings LLC), the borrowing subsidiaries from time to time party thereto, the lenders from time to time party hereto and JPMorgan Chase Bank, N.A., as administrative agent.* 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule to the SEC upon request, provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act, as amended, for any schedule or exhibit so furnished.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMENTUM HOLDINGS, INC. Date: October 3, 2024 By: /s/ John E. Heller Name: John E. Heller Title: Chief Executive Officer

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View this 8-K/A filing on SEC EDGAR