S-1: Amentum Holdings Files for Secondary Offering of 19.4 Million Shares by Jacobs Engineering

Amentum Holdings is registering 19,464,174 shares of its common stock for a secondary offering, with Jacobs Engineering Group planning to exchange these shares for debt.

Summary

• Amentum Holdings, Inc. has filed a Form S-1 registration statement for a secondary offering of 19,464,174 shares of its common stock.
• All shares are currently held by Jacobs Engineering Group, Inc. (JEG), a wholly-owned subsidiary of Jacobs Solutions Inc.
• Amentum will not receive any proceeds from the sale of these shares.
• JEG intends to exchange the shares for certain indebtedness held by Bank of America, N.A.
• BofA Securities, Inc., an affiliate of the lender, will then offer these shares for cash.
• The debt-for-equity exchange is conditional to the settlement of the offering.
• Jacobs may be deemed a selling shareholder for U.S. federal securities law purposes.
• The common stock is listed on the NYSE under the symbol AMTM, with a last sale price of $19.99 on March 7, 2025.
• The offering is being managed by joint book-running managers including BofA Securities, J.P. Morgan, Morgan Stanley, BNP Paribas, and TD Cowen.
• Amentum has a compelling industry platform of scale with excellent revenue visibility supported by $45.0 billion of backlog as of September 27, 2024 and attractive growth opportunities.

Sentiment

Score: 6

Explanation: The document is primarily factual, outlining the details of a secondary offering. While it highlights Amentum's growth opportunities, it also acknowledges risks associated with the investment. The sentiment is neutral to slightly positive.

Positives

• Amentum has a compelling industry platform of scale with excellent revenue visibility supported by $45.0 billion of backlog as of September 27, 2024 and attractive growth opportunities.

Negatives

• Amentum will not receive any proceeds from the sale of shares in this offering.

Risks

• The trading market for Amentum's common stock has existed for only a short period following the RMT Transaction.
• The price and trading volume of Amentum's common stock has been and may continue to be volatile, and the value of an investment in Amentum's common stock could decline.
• A significant number of shares of Amentum's common stock may be sold or otherwise disposed of, including the shares of Amentum's common stock that Jacobs initially owns (whether pursuant to this registration statement or otherwise), which may cause Amentum's stock price to decline.
• Your percentage of ownership in Amentum may be diluted in the future.
• None of the proceeds from the sale of shares of Amentum's common stock by the selling shareholder will be available to Amentum to fund its operations.
• There can be no assurance that Amentum will pay dividends on its common stock.
• Amentum's accounting and other management systems and resources may not be adequately prepared to meet the financial reporting and other requirements to which Amentum is subject to as a standalone, publicly traded company.
• Amentum has a significant amount of indebtedness, which could adversely affect its financial condition or decrease its business flexibility.
• Delaware law and anti-takeover provisions in Amentum's amended and restated articles of incorporation, amended and restated bylaws, stockholders agreement and other governance documents may impede or discourage a takeover or change of control and limit the power of Amentum's shareholders.
• Amentum's amended and restated certificate of incorporation designates certain courts within the State of Delaware as the exclusive forum for certain types of actions and proceedings that may be initiated by Amentum's shareholders, and the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act, which could limit Amentum's shareholders ability to choose the judicial forum for disputes with Amentum or its directors, officers or employees.
• If securities or industry analysts do not publish research or publish misleading or unfavorable research about Amentum's business, its stock price and trading volume could decline.

Future Outlook

The document outlines Amentum's business strategy for continued growth, including winning large government programs, increasing penetration with existing customers, expanding into high-growth markets, and strategic capital allocation.

Industry Context

Amentum operates in large and fragmented market sectors, providing significant opportunities for continued business growth. The company leverages its history of executing complex engineering and technology solutions for its largest customers to win new contracts.

Related Party Transactions

• The document discloses a related party transaction involving Jacobs Engineering Group, Inc. exchanging shares of Amentum common stock for certain indebtedness held by Bank of America, N.A.

Stakeholder Impact

• The offering may impact shareholders through potential dilution and market price fluctuations.
• Employees may be affected by changes in the company's capital structure and strategic direction.
• Customers and suppliers may experience indirect effects based on Amentum's financial performance and strategic initiatives.

Next Steps

• JEG will exchange shares of Amentum's common stock for certain indebtedness of JEG held by the Lender pursuant to an exchange agreement expected to be entered into following the date of this prospectus supplement.
• The affiliate of the debt-for-equity exchange party, as the selling shareholder in this offering, will then offer those shares of Amentum's common stock acquired pursuant to such debt-for-equity exchange in this offering for cash pursuant to this prospectus supplement and the accompanying prospectus.
• If consummated, the debt-for-equity exchange will occur on the settlement date of this offering, immediately prior to, and its consummation is a condition to, the settlement of the selling shareholders sale of the shares to the underwriters.

Key Dates