SEC Form SC 13D filed by Amentum Holdings Inc.

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 10‑K 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 Stockholders Agreement, Amentum JV and any Sponsor Transferees (as defined in the Stockholders Agreement) that become party to the Stockholders Agreement (individually or collectively as the context may require, “Sponsor Stockholder”) have a right to nominate a specified number of directors for election to the Board, depending on the number of Common Shares beneficially owned, in the aggregate, by Sponsor Stockholder. Specifically, if Sponsor Stockholder beneficially owns at least 25.1% of the issued and outstanding Common Shares, Sponsor Stockholder is entitled to nominate to stand for election five individuals (two of whom must qualify as independent) to a 13-member Board. If Sponsor Stockholder beneficially owns at least 15% but less than 25.1% of the issued and outstanding Common Shares, Sponsor Stockholder is entitled to nominate three individuals (none of whom need qualify as independent) to a 13-member Board. If Sponsor Stockholder beneficially owns at least 5% but less than 15% of the issued and outstanding Common Shares, Sponsor Stockholder is entitled to nominate one individual to a 13-member Board. If the Board consists of a number of directors other than 13, then the number of individuals Sponsor Stockholder is entitled to nominate, if any, will be adjusted to be 5/12ths of the number of directors constituting the Board at any time Sponsor Stockholder beneficially owns at least 25.1% of the issued and outstanding Common Shares, 1/4th of the number of directors constituting the Board at any time Sponsor Stockholder beneficially owns at least 15% but less than 25.1% of the issued and outstanding Common Shares or 1/12th of the number of directors constituting the Board at any time Sponsor Stockholder beneficially owns at least 5% but less than 15% of the issued and outstanding Common Shares, in each case, rounded down to the nearest whole number, provided that, prior to the date on which the Sponsor Stockholder no longer owns at least 5% of the issued and outstanding shares of Common Shares (the “Fallaway Date”), if rounding down would otherwise result in Sponsor Stockholder being entitled to designate a total of zero director nominees on the Board, such adjustment will instead be rounded up to one director nominee.  From and after the Fallaway Date, Sponsor Stockholder will no longer be entitled to nominate any individuals to the Board.

Under the Stockholders Agreement, until the later of (a) the second anniversary of the Merger Closing Date and (b) the date on which Sponsor Stockholder ceases to beneficially own, in the aggregate, a number of Common Shares representing at least 25.1% of the issued and outstanding Common Shares, the removal or appointment of the Chief Executive Officer of the Issuer requires the affirmative vote of at least two thirds of the Board excluding the Chief Executive Officer and any other recused directors.  Further, prior to the first anniversary of the Merger Closing Date (or, in the case of the Chair (or Executive Chair) of the Board, prior to the second anniversary of the Merger Closing Date), Sponsor Stockholder has agreed to vote its shares in favor of any director nominees designated by Jacobs and shall not vote its shares in favor of the removal of any director designated by Jacobs, other than for cause.

Under the Stockholders Agreement, until the first anniversary of the Merger Closing Date, Sponsor Stockholder may not transfer any Common Shares owned by Sponsor Stockholder (collectively, and subject to customary exceptions, the “registrable securities”), except to any equityholder of Sponsor Stockholder who is a current or former member of management of Merger Partner or any of its subsidiaries, to certain affiliates of Sponsor Stockholder in connection with the disposal by Sponsor Stockholder of substantially all registrable securities or to any person in a transaction approved by a majority of the Board of Directors (including at least one initial director proposed by Jacobs).

Pursuant to the Stockholders Agreement, Sponsor Stockholder is subject to certain customary standstill restrictions, including certain restrictions on, among other things, acquiring Common Shares, engaging in solicitations of stockholders of the Issuer and nominating candidates for election to the Board (except in accordance with the Stockholders Agreement), until the earlier of (a) the date Sponsor Stockholder is no longer entitled to designate an individual for election to the Board and (b) the occurrence of certain change of control events involving the Issuer (such earlier time, the “Standstill Termination”); provided that notwithstanding the general Standstill Termination, the standstill restriction on acquiring or seeking to acquire additional Common Shares or other voting securities of the Issuer will terminate on the day after the second anniversary of the Merger Closing Date.

The Stockholders Agreement also provides Sponsor Stockholder, subject to certain conditions and limitations, certain demand registration rights, shelf registration rights and piggyback registration rights with respect to registrable securities.

The Stockholders Agreement sets forth certain information rights granted to Sponsor Stockholder

The foregoing description of the Stockholders Agreement is not complete and is qualified in its entirety by reference to the Stockholders Agreement, which is filed as Exhibit 99.4 hereto.

CUSIP No. 023939 101

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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)