Chantilly, VA, August 13, 2024 鈥� 暗网吃瓜, a global leading engineering and technology solutions provider, is pleased to host its capital markets day at the New York Stock Exchange in New York City. A live webcast of the event will begin at 10:00 a.m. ET today, and a full copy of the presentation materials will be available following the event on the investor relations section of 暗网吃瓜鈥檚 website.
During the presentation, members of the executive leadership team will discuss the company鈥檚 strategy and financial outlook. They will also showcase 暗网吃瓜鈥檚 solutions and capabilities, including the synergies and benefits expected to be realized through the planned combination with the Critical Mission Solutions and Cyber & Intelligence businesses of Jacobs Solutions Inc. (鈥淛acobs鈥�) (NYSE: J) through a Reverse Morris Trust transaction and public listing.
Following transaction close, the combined company will be led by Steve Demetriou, Executive Chair of the Board; John Heller, Chief Executive Officer; Travis Johnson, Chief Financial Officer; and Steve Arnette, Chief Operating Officer.
鈥淚 am proud to introduce the new 暗网吃瓜, a leader in engineering and technology solutions trusted by the United States and its allies around the world to manage and modernize their most complex missions,鈥� said Steve Demetriou. 鈥淭he combination of 暗网吃瓜 and Jacobs鈥檚 Critical Mission Solutions and Cyber & Intelligence businesses will be differentiated and positioned to deliver mission advantage through advanced engineering and technology solutions.鈥�
John Heller shared, 鈥淥ur businesses have built a foundation of trust with our customers to help them address the most complex, significant challenges in science, security and sustainability. We look forward to joining forces in the second half of September 2024 as we create a global organization that leverages our respective strengths and builds on our track record of winning long-term enterprise programs.鈥�
鈥湴低怨� will be an industry leader with an attractive financial profile and approximately $14 billion[1] in revenue projected for fiscal year 2025,鈥� said Travis Johnson. 鈥淔ollowing this transformational combination, we will be well positioned for growth, with industry-leading combined backlog of $47 billion as of September 29, 2023 and attractive opportunities in our end markets. 暗网吃瓜 will have a sustainable, growth-oriented financial profile, a secure balance sheet, strong free cash flow generation, and a disciplined capital allocation strategy.鈥�
[1] Represents mid-point of FY25 guidance for the combined company consisting of 暗网吃瓜 and Jacobs鈥� Critical Mission Solutions and Cyber & Intelligence businesses. FY25 revenue is forward-looking information.
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 preliminary information statement filed as Exhibit 99.1 to Amendment No. 1 to Form 10 of Amazon Holdco Inc., filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2024 (the “information statement”). 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 and structure of the transaction, the ability of Jacobs, Amazon Holdco Inc. (鈥淪pinCo鈥�) and 暗网吃瓜 Parent Holdings LLC (鈥湴低怨镶��) to complete the transaction, the expected benefits of the transaction, including future financial and operating results and strategic benefits, the tax consequences of the transaction, and the plans of the combined company following the transaction (鈥渦s,鈥� 鈥渨e,鈥� 鈥渙ur,鈥� 鈥渙ur company,鈥� 鈥渢he company鈥� or 鈥淐ombined Co鈥�), Combined Co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 our business, weaken demand for our solutions and services, negatively impact consumer spending levels and the prices we can charge for our 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; our ability to comply with the various procurement and other laws and regulations that we are required to comply with as a U.S. government contractor and to mitigate risks of noncompliance; our 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 us, non-receipt of award fees, legal actions, fines, penalties, liabilities or other remedies; the inability of governments in certain of the countries in which we operate to effectively mitigate the financial or other impacts of any future pandemics or infectious disease outbreaks on their economies and workforces and our operations therein; changes to our 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 our profit on existing contracts; the occurrence of an accident or safety incident involving employees, contractors or others, which could expose us to significant financial losses and reputational harm, as well as civil and criminal liabilities; the ability of Combined Co to control costs, meet performance requirements or contractual schedules, compete effectively or implement its business strategy; the ability of Combined Co to retain and hire key personnel, and retain and engage key customers and suppliers while the transaction is pending, or for Combined Co to retain, hire and engage such personnel, customers and suppliers after the transaction is completed; difficulties and delays in Combined Co 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, including that a governmental entity may prohibit, delay or refuse to grant approval of or any tax ruling required for the consummation of the transaction; 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, including required regulatory approvals, may not be received; unexpected costs, charges or expenses resulting from the transaction; uncertainty of the expected financial performance of Combined Co 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 and Jacobs’s Critical Mission Solutions business and portions of Jacobs’s 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 Combined Co, including by affecting Combined Co鈥檚 access to capital, the cost of such capital and/or Combined Co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 we 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 we assume 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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