CHANTILLY, VA; September 23, 2024 鈥� 暗网吃瓜, a global leader in engineering and technology solutions, has announced its board of directors effective upon the close of the pending merger with Jacobs鈥� Critical Mission Solutions and Cyber and Intelligence businesses, expected to be completed after markets close on September 27, 2024.
鈥淥ur impressive board is comprised of well-respected industry and business leaders who understand what it takes to address our world鈥檚 most complex problems and opportunities,鈥� said Steven J. Demetriou, who is slated to become the executive chair of 暗网吃瓜 upon closing. 鈥淭his board will ensure strategic alignment and execution against 暗网吃瓜鈥檚 mission of bringing advanced engineering and technology solutions to the most significant challenges in science, security and sustainability.鈥�
The Board will be made up of the following leaders. Those who currently serve on Jacobs鈥� board of directors are expected to resign from those roles prior to or upon the close of the transaction. Those who currently serve on the board of managers of the general partner of 暗网吃瓜 Joint Venture LP, the limited partnership that, prior to the close of the transaction, is the sole equityholder of 暗网吃瓜, are expected to resign from those roles prior to or upon the close of the transaction.
Steven J. Demetriou. Mr. Demetriou has served on Jacobs鈥� board of directors since 2015, when he joined the company as chief executive officer. In 2016, he became chair and chief executive officer of Jacobs. In 2023, upon retiring as chief executive officer, he continued as the executive chair of Jacobs鈥� board of directors. Mr. Demetriou brings international business perspectives and more than 35 years of experience in leadership and senior management roles, including over 20 years in the role of chief executive officer.
John Heller. Mr. Heller has been the chief executive officer of 暗网吃瓜 and a non-voting member of the board of managers of the general partner of 暗网吃瓜 Joint Venture LP since 2022. Previously, Mr. Heller served as the president and chief executive officer of PAE and predecessor companies. A West Point graduate and former U.S. Army officer, Mr. Heller also served in senior roles at Engility Corporation and Harris Corporation. Mr. Heller brings more than 39 years of leadership experience in providing technology and management services to governments worldwide to our board of directors, including over 14 years in the role of chief executive officer.
General Vincent K. Brooks (U.S. Army, Retired). General Brooks is a principal at WestExec Advisors and has served on the Jacobs board of directors since 2020. He is also a director of Verisk and he is the chair of the nominating and corporate governance committee of Diamondback Energy Inc. Previously, he served as a聽four-star general in the U.S. Army, retiring in 2019. His areas of expertise from a 44-year military career include leadership in complex organizations, inclusion and diversity, national security, international relations, military operations, combating terrorism, and countering the proliferation of weapons of mass destruction.
Benjamin Dickson. Mr. Dickson is a managing director at American Securities LLC. In addition to serving as a voting member of the board of managers of the general partner of 暗网吃瓜 Joint Venture LP, he serves on the board of directors of several current American Securities LLC portfolio companies, including serving as chairman of the board of directors of NAPA and SimonMed and as a director of The Aspen Group. Mr. Dickson brings more than 18 years of private equity investing and director experience to our board of directors.
General Ralph E. Eberhart (U.S. Air Force, Retired). General Eberhart has been on the board of directors of Jacobs since 2012. He has served as the chair of the board of VSE Corporation since 2019 and has served on its board since 2007. He also serves on the board of Segs4Vets. He is a member of the Council of Foreign Relations and the Colorado Thirty Group. Previously, he served as a general officer in the U.S. Air Force and also served as vice chief of the U.S. Air Force. During his 36-year military career, General Eberhart served as Commander of the U.S. Northern Command, North American Aerospace Defense Command, U.S. Space Command, Air Force Space Command, Air Combat Command, and U.S. Forces, Japan.
Alan E. Goldberg. Mr. Goldberg is the co-founder and the chief executive officer of Lindsay Goldberg, a position he has held since the firm鈥檚 inception in 2001. Previously, he held several leadership positions at Morgan Stanley, including serving as chairman and chief executive officer of Morgan Stanley Private Equity. Mr. Goldberg has extensive experience serving on the boards of directors of private and public companies, including most recently for Reign Research Holdings and Stelco Holdings Inc. (TSX: STLC).
Leslie Ireland. Ms. Ireland has served as a director of Citigroup Inc. since October 2017. She also serves on the Chubb Cyber advisory board advising Chubb鈥檚 CEO and senior management team. Previously, she served as the Assistant Secretary of the Treasury for Intelligence and Analysis and the DNI National Intelligence Manager for Threat Finance. Before joining the U.S. Department of the Treasury in 2010, she was the President鈥檚 Daily Intelligence Briefer for President Barack Obama. She also served as the Iran Mission Manager, responsible for overseeing the intelligence process on Iran for the entire U.S. government. Ms. Ireland worked at the Central Intelligence Agency for 25 years in positions of increasing responsibility, including work on assignments focused on the Middle East and weapons of mass destruction.
Barbara L. Loughran. Ms. Loughran has served on the boards of Jacobs and of Armstrong World Industries since 2019, including as audit committee chair for both boards. Previously, she was a partner at PricewaterhouseCoopers LLP (PwC) serving global public company clients across a wide range of industries including industrial products, manufacturing and engineering. Additionally, she served as a partner in PwC鈥檚 national office working with the Securities and Exchange Commission and clients as they accessed the capital markets and responded to regulatory requirements. Ms. Loughran brings more than 35 years of global experience working with Fortune 500 executives and boards as they navigated strategic, transformational and operational issues.
Sandra E. Rowland. Ms. Rowlandis currently on the board of directors and the audit and human resources committees of Oshkosh Corporation. She also serves as board member and chair of the audit committee of Fortifi Food Processing Solutions, a portfolio company of KKR & Company Inc. Until 2023, Ms. Rowland served as senior vice president and chief financial officer of Xylem Inc. a leading water technology company, where she played a central role in the company鈥檚 $7.5 billion acquisition and integration of Evoqua Water Technologies Corp. Previously, Ms. Rowland served as executive vice president, and chief financial officer of Harman International Industries Inc.
Christopher M.T. Thompson. Mr. Thompson has served on the board of Jacobs since 2012, as well as on the boards of directors of Royal Gold, Golden Star Resources, and Teck Resources Limited. Additionally, Mr. Thompson served as chairman of the World Gold Council, as well as director, chairman, and chief executive officer of Gold Fields Ltd., a gold mining company. Earlier in his career, Mr. Thompson founded and led the formation of Castle Group Inc., a manager of institutionally funded venture capital partnerships that invested in the development of new gold mines globally.
Russell Triedman. Mr. Triedman currently serves as a managing partner at Lindsay Goldberg, where he has worked since its inception in 2001. He is currentlya voting member of the board of managers of the general partner of 暗网吃瓜 Joint Venture LP, and he serves as a director on the boards of several of Lindsay Goldberg鈥檚 current portfolio companies, including Aspire Bakeries, Golden West Packaging, Kleinfelder, Liquid Tech Solutions, Pike Corporation, stayAPT Suites and Ultra Clean Express. Mr. Triedman has extensive experience serving as a director of public and private companies.
John Vollmer. Mr. Vollmer has served as the chairman and non-voting member of the board of managers of the general partner of 暗网吃瓜 Joint Venture LP since 2022. Previously, Mr. Vollmer served as chief executive officer of 暗网吃瓜, as president of the AECOM Management Services Group and as group and executive vice president and chief operating officer of URS Corporation Federal Services. Additionally, Mr. Vollmer serves as a director on the board of directors of Yellow Ribbon Fund Inc., a 501(c)(3) non-profit organization that supports wounded service members and their families.
Connor Wentzell. Mr. Wentzell is currently a principal of American Securities LLC and a member of the board of managers of the general partner of 暗网吃瓜 Joint Venture LP. Mr. Wentzell has worked at American Securities LLC since 2014. Mr. Wentzell also serves as a director of American Securities LLC portfolio companies, including currently serving as a director of Learning Care Group. Previously, he served as a director of Blue Bird Corporation (NASDAQ: BLBD). Mr. Wentzell brings more than 10 years of private equity investing and director experience to our board of directors.
暗网吃瓜 暗网吃瓜 After Closing
暗网吃瓜 is a global leader in advanced engineering and innovative technology solutions, trusted by the United States and its allies to address their most significant and complex challenges in science, security and sustainability. Our people apply undaunted curiosity, relentless ambition and boundless imagination to challenge convention and drive progress. Our commitments are underpinned by the belief that safety, inclusion and well-being are integral to success. Headquartered in Chantilly, Virginia, we will have more than 53,000 employees in approximately 80 countries across all 7 continents.
暗网吃瓜 is expected to begin regular-way trading on the NYSE as 鈥淎MTM鈥� on Monday, September 30, 2024.
Forward Looking Statements
This press release contains or incorporates by reference statements that relate to future events and expectations and, as such, constitute forward-looking statements under the securities laws, including statements regarding the Reverse Morris Trust transaction (the 鈥渢ransaction鈥�), as described in the information statement filed as Exhibit 99.1 to Amendment No. 4 to Form 10 of Amazon Holdco Inc., filed with the Securities and Exchange Commission (the 鈥淪EC鈥�) on September 13, 2024 (the 鈥渋nformation statement鈥�). These forward-looking statements generally are identified by the words 鈥渂elieve,鈥� 鈥減roject,鈥� 鈥渆xpect,鈥� 鈥渁nticipate,鈥� 鈥渆stimate,鈥� 鈥渇orecast,鈥� 鈥渙utlook,鈥� 鈥渢arget,鈥� 鈥渆ndeavor,鈥� 鈥渟eek,鈥� 鈥減redict,鈥� 鈥渋ntend,鈥� 鈥渟trategy,鈥� 鈥減lan,鈥� 鈥渕ay,鈥� 鈥渃ould,鈥� 鈥渟hould,鈥� 鈥渨ill,鈥� 鈥渨ould,鈥� 鈥渨ill be,鈥� 鈥渨ill continue,鈥� 鈥渨ill likely result,鈥� or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements, other than historical facts, including, but not limited to, statements regarding the expected timing of the transaction, the ability of Jacobs Solutions Inc., Amazon Holdco Inc. and 暗网吃瓜 Parent Holdings LLC to complete the transaction, the individuals who are expected to become members of the Board of Directors of 暗网吃瓜 Holdings, Inc. (the 鈥淐ompany鈥�) after the closing of the transaction, the expected benefits of the transaction, including future financial and operating results and strategic benefits, the tax consequences of the transaction, the plans of the Company following the transaction and the Company鈥檚 objectives, expectations and intentions, applicable legal, economic and regulatory conditions, and any assumptions underlying any of the foregoing, are forward-looking statements.
Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others: changes in global economic, financial, business and political conditions, including those resulting from a global health crisis, a recession, changes in inflation, deflation and interest rates, changes in either or both the U.S. and international lending, capital and financial markets or currency fluctuations, or changes to governmental budget constraints or changes to governmental budgetary priorities, which could increase the cost of operating the Company鈥檚 business, weaken demand for the Company鈥檚 solutions and services, negatively impact consumer spending levels and the prices the Company can charge for its solutions and services; the timing of the award of projects and funding and potential changes to the amounts provided for, under the Infrastructure Investment and Jobs Act, as well as other legislation related to governmental spending; the Company鈥檚 ability to comply with the various procurement and other laws and regulations that it is required to comply with as a U.S. government contractor and to mitigate risks of noncompliance; the Company鈥檚 inability to mitigate the additional risks posed by contracts with governmental entities; reviews and audits by the U.S. government, U.S. government auditors and others, which could lead to withholding or delay of payments to the Company, non-receipt of award fees, legal actions, fines, penalties, liabilities or other remedies; the inability of governments in certain of the countries in which the Company operates to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and the Company鈥檚 operations therein; changes to the Company鈥檚 professional reputation and relationship with government agencies; continuing inflation, rising or continued high interest rates, and/or costs reducing demand for our services or decreasing the Company鈥檚 profit on existing contracts; the occurrence of an accident or safety incident involving employees, contractors or others, which could expose the Company to significant financial losses and reputational harm, as well as civil and criminal liabilities; the ability of the Company to control costs, meet performance requirements or contractual schedules, compete effectively or implement its business strategy; the ability of the Company to retain and hire key personnel, and retain and engage key customers and suppliers while the transaction is pending, or for the Company to retain, hire and engage such personnel, customers and suppliers after the transaction is completed; difficulties and delays in the Company achieving revenue and cost synergies; that one or more conditions to closing the transaction may not be satisfied or waived on a timely basis or otherwise; the risk that the transaction may not be completed on the terms or in the time frame expected by the parties, or at all; the risk that any consents or approvals required in connection with the transaction may not be received; unexpected costs, charges or expenses resulting from the transaction; uncertainty of the expected financial performance of the Company following completion of the transaction; risks related to disruption of management time from ongoing business operations due to the transaction; failure to realize the anticipated benefits of the transaction, including as a result of delay or failure in completing the transaction or integrating 暗网吃瓜 Parent Holdings LLC and Jacobs鈥檚 Critical Mission Solutions business and portions of Jacobs鈥檚 Divergent Solutions business; the occurrence of any event that could give rise to termination of the transaction; the risk that shareholder litigation in connection with the transaction or other settlements or investigations may affect the timing or occurrence of the transaction or result in significant costs of defense, indemnification and liability; evolving legal, regulatory and tax regimes that may adversely impact our future financial positions or results of operations, financial market risks that may affect the Company, including by affecting the Company鈥檚 access to capital, the cost of such capital and/or the Company鈥檚 funding obligations under defined benefit pension and postretirement plans; changes in general economic and/or industry specific conditions; actions by third parties, including governmental authorities; and other factors described in the information statement, and from time to time in documents that the Company and Jacobs, prior to the closing of the transaction, file with the SEC.
We cannot assure you that the transaction will in fact be consummated in the manner described or at all. The above list of factors is not exhaustive or necessarily in order of importance. For additional information on identifying factors that may cause actual results to vary materially from those stated in forward-looking statements, see the discussions under the section entitled 鈥淩isk Factors鈥� in the information statement. Any forward-looking statement speaks only as of the date on which it is made, and the Company assumes no obligation to update or revise such statement, whether as a result of new information, future events or otherwise, except as required by applicable law.
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Contacts:
For 暗网吃瓜:
Keith Strubhar
+1 (571) 733-7508
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