Amentum JV LP Discloses Stake in Amentum Holdings

TL;DR

**Amentum JV LP just bought a big chunk of Amentum Holdings!**

AI Summary

On October 4, 2024, Amentum Joint Venture LP filed a Schedule 13D regarding Amentum Holdings, Inc. The filing indicates a change in beneficial ownership, with Amentum Joint Venture LP now holding a significant stake in the company. The specific percentage and number of shares are detailed within the filing.

Why It Matters

This filing signals a potential shift in control or influence over Amentum Holdings, Inc., which could impact its strategic direction and shareholder value.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate actions or changes in control, introducing uncertainty.

Key Players & Entities

• Amentum Holdings, Inc. (company) — Subject company
• Amentum Joint Venture LP (company) — Filing entity
• American Securities LLC (company) — Related entity
• Eric L. Schondorf (person) — General Counsel for American Securities LLC
• James C. Pickel, Jr. (person) — General Counsel

FAQ

Key Financial Figures

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

Filing Documents

• sc13d.htm (SC 13D) — 113KB
• ex99-1.htm (EX-99.1) — 17KB
• 0000950157-24-001378.txt ( ) — 132KB

Security and Issuer

Item 1. Security and Issuer. This statement on Schedule 13D (this " Schedule 13D ") relates to the common stock, par value $0.01 per share (each, a " Common Share "), of Amentum Holdings, Inc., a Delaware corporation (the " Issuer "). The Issuer's principal executive offices are located at 4800 Westfields Blvd., Suite #400, Chantilly, Virginia 20151.

Identity and Background

Item 2. Identity and Background. (a) This Schedule 13D is being filed jointly by Amentum Joint Venture LP, a Delaware limited partnership (" Amentum JV "), and Amentum Joint Venture GP LLC, a Delaware limited liability company (" Amentum GP " and, together with Amentum JV, the " Reporting Persons "), the general partner of Amentum JV. Amentum GP may be deemed to have indirect voting and investment control over the shares held by Amentum JV. The agreement among the Reporting Persons to file this Schedule 13D jointly (the " Joint Filing Agreement ") is filed as Exhibit 99.1 hereto. (b) The business address of each of the Reporting Persons is c/o American Securities LLC, 590 Madison Avenue, 38th Floor, New York, New York 10022 and c/o Goldberg Lindsay & Co. LLC, 630 Fifth Avenue, 30th Floor, New York, New York 10111. (c) The principal business of each of the Reporting Persons is owning and holding the Common Shares described in this Schedule 13D for investment purposes. (d)-(e) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, U.S. federal or state securities laws, or a finding of any violation of U.S. federal or state securities laws.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration. On September 27, 2024 (the " Merger Closing Date "), pursuant to the Agreement and Plan of Merger, dated as of November 20, 2023 and as amended on August 26, 2024 (such amendment, the " Merger Agreement Amendment " and such Agreement and Plan of Merger as so amended, the " Merger Agreement "), by and among the Issuer (f/k/a Amazon Holdco Inc.), Jacobs Solutions Inc., a Delaware corporation (" Jacobs "), Amentum JV and Amentum Parent Holdings LLC, a Delaware limited liability company and formerly a direct wholly owned subsidiary of Amentum JV (" Merger Partner " and together with the Issuer, Jacobs and Amentum JV, the " Merger Agreement Parties "), Merger Partner merged with and into the Issuer (the " Merger "), with the Issuer surviving. As a result of and as consideration for the Merger, Amentum JV received 90,021,804 Common Shares, representing 37.0% of the issued and outstanding Common Shares as of immediately after the effective time of the Merger.

Purpose of Transaction

Item 4. Purpose of Transaction. The information set forth or incorporated by reference in Items 2, 3, 5 and 6 is hereby incorporated by reference in this Item 4. The Reporting Persons acquired the Common Shares held by them for investment purposes. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and, from time to time, may take actions with respect to such investment or the Issuer, including communicating with the Issuer's board of directors, members of management or other securityholders of the Issuer, or other third parties from time to time, taking steps to implement a course of action regarding such investment or the Issuer, including, without limitation, engaging advisors, including legal, financial, regulatory, technical or industry advisors, to assist in any such review, and evaluating strategic alternatives as they may become available. Such discussions and other actions may relate to or result in, subject to the terms and conditions of the agreements described herein to which the Reporting Persons are a party, various alternative courses of action regarding such investment or the Issuer, including, without limitation, one or more of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D. CUSIP No. 023939 101 Page 5 of 8 Pages Such discussions and actions may be preliminary and exploratory in nature, and not rise to the level of a plan or proposal. Subject to the terms and conditions of the agreements described herein to which the Reporting Persons are a party, the Reporting Persons or their affiliates may, in the future, seek to make additional investments in the Issuer and its subsidiaries, including the acquisition of additional Common Shares or other equity, debt or other financial instruments related to the Issuer or the Common Shares (which may include rights or securities exercisable or convertible into securities of the Issuer), or sell or otherwise dispose of some or all of such

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. (a)-(b) The information set forth on the cover pages of, and the information set forth or incorporated by reference in Items 2, 3, 4 and 6 to, this Schedule 13D is hereby incorporated by reference in this Item 5(a)-(b). The Common Shares held by the Reporting Persons represent 37.0% of the issued and outstanding Common Shares. Such percentage is calculated based on a total number of 243,302,173 Common Shares issued and outstanding as of September 27, 2024, as reported on the Issuer's Current Report on Form 8-K filed with the Commission on October 3, 2024. By virtue of the relationships described under Item 2 of this Schedule 13D, each of the Reporting Persons may be deemed, for purposes of Rule 13d-3 under the Exchange Act, to share the power to vote or dispose, or to direct the voting or disposition of, the Common Shares directly held by Amentum JV. (c) Other than as described in this Item 5, no Reporting Person has effected any transaction in shares of Common Stock during the past 60 days. (d) To the knowledge of the Reporting Persons, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by the Reporting Persons. (e) Not applicable. CUSIP No. 023939 101 Page 6 of 8 Pages

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Merger Agreement: On November 20, 2023, the Merger Agreement Parties entered into the Merger Agreement. On the Merger Closing Date, pursuant to the Merger Agreement, Merger Partner merged with and into the Issuer, with the Issuer surviving. Immediately after effective time of the Merger, Jacobs' shareholders owned 51.0%, Jacobs owned 7.5% and Amentum JV owned 37.0% of the issued and outstanding Common Shares. An additional 10,948,598 Common Shares (the " Additional Merger Consideration Shares "), representing 4.5% of the issued and outstanding Common Shares, were placed in escrow, all or a portion of which may be released and delivered in the future to Amentum JV, depending on the fiscal year 2024 Aggregate Operating Profit (as defined in the Merger Agreement) of Jacobs' Critical Mission Solutions and Cyber & Intelligence government services businesses, which businesses were combined with Merger Partner pursuant to the Merger. Pursuant to the Merger Agreement, the Aggregate Operating Profit and any Additional Merger Consideration Shares released to Amentum JV will be determined after Jacobs files with the Commission its Annual Report on Form 10K for fiscal year 2024. The foregoing description of the Merger Agreement is not complete and is qualified in its entirety by reference to the Merger Agreement and the Merger Agreement Amendment, which are filed as Exhibits 99.2 and 99.3, respectively, hereto. Stockholders Agreement : In connection with the Merger, on the Merger Closing Date, Amentum JV and the Issuer entered into a stockholders agreement (the " Stockholders Agreement "). The Stockholders Agreement contains provisions relating to, among other things, the composition of the Board, certain other corporate governance matters, certain voting agreements, transfer restrictions, standstill restrictions, registration rights and information rights. Under the

Material To Be Filed as Exhibits

Item 7. Material To Be Filed as Exhibits. Exhibit No. Description 99.1 Joint Filing Agreement, dated as of October 4, 2024, by and between the Reporting Persons 99.2 Agreement and Plan of Merger, dated November 20, 2023, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP (incorporated by reference to Exhibit 2.1 to the Registration Statement on Form 10 filed with the Commission by the Issuer on July 15, 2024, as subsequently amended) 99.3 Amendment to Agreement and Plan of Merger, dated August 26, 2024, by and among Jacobs Solutions Inc., Amazon Holdco Inc., Amentum Parent Holdings LLC and Amentum Joint Venture LP (incorporated by reference to Exhibit 2.2 to the Registration Statement on Form 10 filed with the Commission by the Issuer on July 15, 2024, as subsequently amended) 99.4 Stockholders Agreement, dated September 27, 2024, by and between Amentum Holdings, Inc. and Amentum Joint Venture LP (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed with the Commission by the Issuer on October 3, 2024 ) CUSIP No. 023939 101 Page 8 of 8 Pages SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: October 4, 2024 AMENTUM JOINT VENTURE LP By: Amentum Joint Venture GP LLC, its general partner By: /s/ Eric L. Schondorf Name: Eric L. Schondorf Title: Authorized Signatory By: /s/ James C. Pickel, Jr. Name: James C. Pickel, Jr. Title: Authorized Signatory AMENTUM JOINT VENTURE GP LLC By: /s/ Eric L. Schondorf Name: Eric L. Schondorf Title: Authorized Signatory By: /s/ James C. Pickel, Jr. Name: James C. Pickel, Jr. Title: Authorized Signatory

View Full Filing

View this SC 13D filing on SEC EDGAR