Jacobs Solutions Files 8-K for Regulation FD Disclosure

TL;DR

**Jacobs Solutions just dropped an 8-K for a Regulation FD Disclosure, meaning they've made a public statement about something important.**

AI Summary

Jacobs Solutions Inc. filed an 8-K on February 20, 2024, reporting an event that occurred on February 16, 2024. The filing is a Current Report under Section 13 or 15(d) of The Securities Exchange Act of 1934, specifically a Regulation FD Disclosure. The company, based in Dallas, Texas, with SEC File No. 1-7463, is incorporated in Delaware.

Why It Matters

This filing indicates that Jacobs Solutions Inc. has made a public disclosure of material non-public information, ensuring fair and equal access to information for all investors.

Risk Assessment

Risk Level: low — This 8-K is a standard Regulation FD Disclosure, indicating transparency rather than a specific negative event.

Key Numbers

• 20240216 — Conformed Period of Report (The period to which the report pertains.)
• 20240220 — Filed As Of Date (The date the document was officially filed.)
• 001-07463 — SEC File Number (Unique identifier for the company's SEC filings.)
• 1999 Bryan Street, Suite 3500 — Business Address (Primary physical location of the company.)
• 214-583-8500 — Business Phone (Contact number for the company.)

Key Players & Entities

• Jacobs Solutions Inc. (company) — Registrant
• February 16, 2024 (date) — Date of earliest event reported
• February 20, 2024 (date) — Filing date
• Dallas, Texas (company) — Principal executive offices location
• Delaware (company) — State of incorporation
• 1-7463 (dollar_amount) — SEC File Number
• 214-583-8500 (dollar_amount) — Registrant's telephone number

FAQ

Key Financial Figures

• $1 — hange on Which Registered Common Stock $1 par value J New York Stock Exchange I

Filing Documents

• j-20240216.htm (8-K) — 34KB
• 0000052988-24-000020.txt ( ) — 165KB
• j-20240216.xsd (EX-101.SCH) — 2KB
• j-20240216_lab.xml (EX-101.LAB) — 26KB
• j-20240216_pre.xml (EX-101.PRE) — 13KB
• j-20240216_htm.xml (XML) — 3KB

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure Jacobs Solutions Inc. ("Jacobs") announced that the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended ("HSR"), with respect to the previously announced Reverse Morris Trust transaction involving Jacobs' Critical Mission Solutions and Cyber and Intelligence businesses and Amentum Parent Holdings LLC ("Amentum"), has expired. The expiration of the HSR waiting period, which occurred at 11:59 p.m. ET on February 16, 2024, was a condition to the closing of the pending transaction. Completion of the transaction is still subject to the satisfaction of the remaining closing conditions, including receipt of other regulatory approvals, receipt of a private letter ruling from the Internal Revenue Service, opinions from tax advisors and the effectiveness of a registration statement with the U.S. Securities and Exchange Commission. Jacobs expects the transaction to close in the second half of fiscal year 2024. Separately, Jacobs has determined that it does not intend to retain more than 8% of the issued and outstanding shares of the combined company's common stock (after accounting for certain post-closing adjustments to the merger consideration owed to the sole shareholder of Amentum, if any). Any additional shares to which Jacobs would otherwise be entitled in excess of 8% will be distributed to Jacobs' shareholders at the time of, or as soon as reasonably practicable following, the consummation of the transaction.

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this press release constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements are statements that do not directly relate to any historical or current fact. When used herein, words such as "expects," "anticipates," "believes," "seeks," "estimates," "plans," "intends," "future," "will," "would," "could," "can," "may," "target," "goal" and similar words are intended to identify forward-looking statements. Examples of forward-looking statements include, but are not limited to, statements we make concerning our expectations as to the timing of the Reverse Morris Trust transaction, and our expectations as to the distribution of shares in excess of 8% to Jacobs' shareholders. Although such statements are based on management's current estimates and expectations, and/or currently available competitive, financial, and economic data, forward-looking statements are inherently uncertain, and you should not place undue reliance on such statements as actual results may differ materially. We caution the reader that there are a variety of risks, uncertainties and other factors that could cause actual results to differ materially from what is contained, projected or implied by our forward-looking statements. Such factors include uncertainties as to the ability to obtain all required regulatory approvals, the possibility that closing conditions for the proposed transaction may not be satisfied or waived, on a timely basis or otherwise, the risk that any consents or approvals required in connection with the proposed transaction may not be received, the risk that the proposed transaction may not be completed on the terms or in the time-frame expected by the parties, unexpected costs, charges or expenses resulting from the proposed transaction, business and management strategies and the growth expectations of the combined company, as

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View this 8-K filing on SEC EDGAR