UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On August 18, 2023, Jacobs Engineering Group Inc. (“JEGI”), a wholly-owned subsidiary of Jacobs Solutions Inc. (the “Company”), completed an offering of $600,000,000 aggregate principal amount of its 6.350% Senior Notes due 2028 (the “Notes”). The Notes are fully and unconditionally guaranteed by the Company (the “Guarantee”). The Notes and the Guarantee were offered pursuant to a prospectus supplement, dated August 15, 2023, to the prospectus dated February 6, 2023, that forms a part of the Company and JEGI’s automatic shelf registration statement on Form S-3ASR (File Nos. 333-269605 and 333-269605-01) previously filed with the Securities and Exchange Commission.
The Notes and the Guarantee were issued pursuant to an indenture, dated as of February 16, 2023 (the “Base Indenture”), among JEGI, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”), as supplemented by the second supplemental indenture, dated August 18, 2023, among JEGI, the Company and the Trustee (the “Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”).
Interest on the Notes is payable semi-annually in arrears on each February 18 and August 18, commencing on February 18, 2024, until maturity. The Notes will bear interest at a rate of 6.350% per annum and will mature on August 18, 2028.
Prior to July 18, 2028 (the “Par Call Date”), JEGI may redeem the Notes at its option, in whole or in part, at any time and from time to time, at the redemption price calculated by JEGI (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of: (1) (a) the sum of the present values of the remaining scheduled payments of principal and interest on the Notes being redeemed, assuming that such Notes matured on the Par Call Date, discounted to the redemption date on a semiannual basis (assuming a 360-day year of twelve 30-day months), at the Treasury Rate (as defined in the Second Supplemental Indenture) plus 30 basis points, less (b) interest accrued to the redemption date, and (2) 100% of the principal amount of such Notes to be redeemed, plus, in either case, accrued and unpaid interest on the Notes, if any, to, but excluding, the redemption date.
At any time and from time to time on or after the Par Call Date, JEGI may redeem the Notes, at its option, in whole or in part, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest thereon, if any, to, but excluding, the redemption date.
The Notes are JEGI’s senior unsecured obligations and will rank equally in right of payment with all of JEGI’s existing and future senior unsecured indebtedness, rank senior in right of payment to all of JEGI’s future subordinated indebtedness and be subordinated to all of JEGI’s future secured indebtedness, if any, and liabilities of its subsidiaries. The Guarantee will be the Company’s senior unsecured obligation and will rank equally in right of payment with all of the Company’s existing and future senior unsecured indebtedness, rank senior in right of payment to all of the Company’s future subordinated indebtedness and be subordinated to all of the Company’s future secured indebtedness, if any, and liabilities of its subsidiaries.
The Indenture contains covenants that limit the Company and JEGI’s ability to, among other things, incur certain indebtedness secured by liens, engage in certain sale and leaseback transactions, and enter into certain consolidations, mergers, conveyances, transfers or leases of all or substantially all of their respective assets. Subject to certain limitations, in the event of the occurrence of both (1) a change of control and (2) a downgrade of the Notes below investment grade rating by both Moody’s Investors’ Services, Inc. and Standard & Poor’s Ratings Services within a specified time period, JEGI will be required to make an offer to purchase the Notes at a price equal to 101% of the principal amount of the Notes, plus accrued and unpaid interest to, but not including, the date of repurchase.
The foregoing description of the issuance of the Notes and the Guarantee and the terms thereof does not purport to be complete and is qualified in its entirety by reference to the Base Indenture and the Second Supplemental Indenture, attached hereto as Exhibits 4.1 and 4.2, respectively, and incorporated herein by reference. The form of Notes and the form of Guarantee, which are included as part of the Second Supplemental Indenture, are filed as Exhibit 4.3, and are incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement of a Registrant. |
Information set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
| Item 8.01 | Other Events. |
In connection with the offering of the Notes and the Guarantee, on August 15, 2023, JEGI, the Company and BofA Securities, Inc., BNP Paribas Securities Corp., J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, entered into an underwriting agreement (“Underwriting Agreement”). A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1, and is incorporated herein by reference.
JEGI expects to receive net proceeds from the sale of the Notes and the Guarantee of approximately $595 million, after deducting the underwriting discount and expenses. JEGI intends to use the net proceeds of this offering to repay a portion of the amounts outstanding under its long-term revolving credit agreement.
An opinion regarding the legality of the Notes and the Guarantee is filed as Exhibit 5.1 hereto, and is incorporated by reference into the Registration Statement, and the consent relating to the incorporation of such opinion is incorporated by reference into the Registration Statement and is filed as Exhibit 23.1.
| Item 9.01 | Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Jacobs Solutions Inc. | ||||||
| Dated: August 18, 2023 | ||||||
| By: | /s/ Claudia Jaramillo | |||||
| Claudia Jaramillo | ||||||
| Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||