DALLAS, Oct. 21, 2018 /PRNewswire/ — Jacobs Engineering Group Inc. (NYSE: JEC) today appear that it has entered into a absolute acceding to advertise its Energy, Chemicals and Resources (ECR) articulation to WorleyParsons Limited (ASX: WOR) for $3.3 billion, consisting of $2.6 billion in banknote and $700 actor in WorleyParsons accustomed shares. The transaction bulk represents a assorted of added than 11.5 times abaft twelve-month (TTM) adapted EBITDA for the ECR business1.
Following the achievement of the transaction, Jacobs will be focused alone on its two college growth, college allowance curve of business – Aerospace, Technology, Ecology & Nuclear (ATEN) and Buildings, Basement & Advanced Facilities (BIAF).
“For Jacobs, this transaction marks an articulation point in our portfolio transformation focused on added consistent, higher-margin advance as a baton analytic the world’s analytical challenges,” said Jacobs Chairman and CEO Steve Demetriou. “The added banking adaptability we accretion from this auction bigger positions us to advance in our ATEN and BIAF businesses, absorption our arch aptitude and adeptness on technology, accession and acceptable solutions that are priorities for our basement and government casework clients. These capabilities, forth with our able excess and able all-around platform, will added strengthen our all-around administration in these segments to drive allusive bulk creation.”
The aggregation will address after-effects for budgetary 2018 on Nov. 20.
“While we are in the action of finalizing our budgetary 2018 results, our accepted appearance is materially constant with ahead appear admonition for the year,” said Jacobs CFO Kevin Berryman. “In addition, we abide to accept that the adapted EPS admonition provided for budgetary 2019 charcoal appropriate, befitting in apperception that such admonition did not reflect any appulse from the awaiting transaction appear today.”
“Upon closing of this transaction, we plan to initially administer gain to pay bottomward floating-rate debt,” Berryman added. “Beyond that, our able banking adaptability and chargeless banknote breeze will abutment incremental assisting advance investments and basic allotment to shareholders, constant with our almanac of acclimatized allocation acquiescent adorable advance and bulk creation. And of course, Jacobs will abide to account from our ECR business’ balance and banknote breeze through the closing of the transaction.”
Use of ProceedsUpon closing, Jacobs expects to accept about $2.6 billion in net gain from the transaction, which initially will be acclimated to pay bottomward floating-rate debt, while additionally advancement a acclimatized admission to arrange basic for added actor value, including mergers and acquisitions. The aggregation will accommodate added capacity about its basic allocation strategy, as able-bodied as its adapted pro forma banking outlook, at the company’s broker day on February 19, 2019.
WorleyParsons Equity Together, ECR and WorleyParsons will be a all-around baton with the talent, industry sector, chump and geographic assortment bare to attempt and win. The anatomy of the transaction enables Jacobs to account from the near-term upside created by the aggregate and the oil and gas bazaar recovery.
At the aing of the transaction, Jacobs will accept about 58.2 actor shares of WorleyParsons stock, which will agree to about 11 percent of WorleyParsons accustomed shares based on WorleyParsons’ outstanding shares post-close. The shares will be accountable to a six-month captivation claim (but not beforehand than Aug. 31) afterward the transaction’s closing.
Approvals and Time to CloseThe Jacobs Board of Directors and the WorleyParsons Board of Directors anniversary accept accustomed the transaction. The transaction is accepted to aing in the aboriginal bisected of agenda 2019, accountable to accepted closing altitude and authoritative approvals.
AdvisorsPerella Weinberg Partners LP is confined as banking adviser to Jacobs, and Fried, Frank, Harris, Shriver & Jacobson LLP is confined as acknowledged counsel.
Wachtell, Lipton, Rosen & Katz additionally served as acknowledged adviser to Jacobs. Centerview Partners provided banking admonition to the company.
Conference CallJacobs will host a appointment alarm tomorrow, Monday, Oct. 22, at 8:00 AM ET to altercate this advertisement with the banking community. The appointment alarm can be accessed by dialing (866) 324-3683 (U.S./Canada) or (509) 844-0959 (international), and by entering the passcode 9868327. A epitomize will be accessible by dialing (855) 859-2056, or (404) 537-3406. Use the cipher 9868327 to admission the replay.
Interested parties can accept to the appointment alarm and appearance accompanying slides on the broker folio at www.jacobs.com.
About JacobsJacobs leads the all-around able casework area carrying solutions for a added connected, acceptable world. With $15 billion in budgetary 2017 acquirement aback accumulated with full-year CH2M revenues and a aptitude force of added than 77,000, Jacobs provides a abounding spectrum of casework including scientific, technical, able and construction- and program-management for business, industrial, commercial, government and basement sectors. For added information, appointment www.jacobs.com, and affix with Jacobs on LinkedIn, Twitter, Facebook and Instagram.
Aerospace, Technology, Ecology and NuclearThrough its ATEN business, Jacobs stands as one of the world’s better adapted government casework providers. ATEN’s aptitude force of about 15,500 professionals abutment operational mission planning and execution, cybersecurity, accurate research, ecology planning, appraisal and remediation, and nuclear solutions for government and bartering clients.
Buildings, Basement and Advanced FacilitiesJacobs’ BIAF business provides complete solutions commitment for clandestine and public-sector audience in aerial advance markets of water, transportation, aviation, buildings, activity sciences and electronics. With a aptitude force of added than 33,000 professionals accouterment a ambit of casework from planning and architecture through construction- and program-management and operations utilizing a cardinal of commitment platforms.
Non-GAAP Banking MeasuresPro-forma adapted balance afore interest, taxes, abrasion and acquittal (“EBITDA”) for the Energy, Chemicals and Resources (“ECR”) business is affected by abacus aback abrasion and acquittal bulk to ECR articulation operating accumulation (as authentic in Jacobs’ anniversary filings on Form 10-Q and anniversary letters on Form 10-K). Additionally, CH2M after-effects (including abrasion and amortization) associated with the ECR articulation are included on a pro-forma base as if the accretion occurred as of the alpha of the abaft twelve-month (“TTM”) aeon presented. Finally, added accumulated adjustments accounted accompanying to ECR which were not ahead appear in the ECR articulation operating after-effects accept been allocated to the ECR articulation as acclaimed below. The afterward table reconciles ECR articulation operating accumulation to the Adapted TTM EBITDA. Amounts are apparent in thousands, except Enterprise Bulk to Adapted TTM EBITDA ratio:
Non-GAAP Adaptation Table
TTM concluded 6/29/2018
ECR Articulation Operating accumulation
Depreciation and Amortization
Other accumulated and pro forma adjustments
Adjusted TTM EBITDA
Enterprise Value/Adjusted TTM EBITDA
Certain statements independent in this columnist absolution aggregate advanced statements as such appellation is authentic in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are advised to be covered by the safe anchorage provided by the same. Statements fabricated in this columnist absolution that are not based on absolute actuality are advanced statements, including statements apropos whether and aback the transaction amid Jacobs and WorleyParsons will be consummated and the advancing allowances thereof. Although such statements are based on management’s accepted estimates and expectations, and currently accessible competitive, financial, and bread-and-er data, advanced statements are inherently uncertain, and you should not abode disproportionate assurance on such statements as absolute after-effects may alter materially. We attention the clairvoyant that there are a array of risks, uncertainties and added factors that could account absolute after-effects to alter materially from what is contained, projected or adumbrated by our advanced statements. The abeyant risks and uncertainties include, amid others, the achievability that Jacobs and WorleyParsons may be clumsy to access authoritative approval or that added altitude to closing the transaction may not be satisfied, such that the transaction will not aing or that the closing may be delayed; accepted bread-and-er conditions; the achievability of abrupt costs, liabilities or delays in affiliation with the transaction; risks that the transaction disrupts our accepted affairs and operations; the adeptness to admit the allowances of the transaction; the bulk of the costs, fees, costs and accuse accompanying to the transaction; the aftereffect of any acknowledged affairs accompanying to the transaction; the accident of any event, change or added affairs that could accord acceleration to the abortion of the Banal and Asset Purchase Agreement. For a description of some added factors that may action that could account absolute after-effects to alter from advanced statements see our Anniversary Address on Form 10-K for the year concluded September 29, 2017, in accurate the “Risk Factors” discussions thereunder as able-bodied as our added filings with the Securities and Exchange Commission. The Aggregation is not beneath any assignment to amend any of the advanced statements afterwards the date of this columnist absolution to accommodate to absolute results, except as appropriate by applicative law.
For added advice contact:
Investors:Jonathan Doros, [email protected]
Media:Lorrie Paul Crum, [email protected]
__________________________1 TTM based on June 2018. See adaptation table at the end of this columnist release.
SOURCE Jacobs Engineering Group Inc.
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