JACOBS SOLUTIONS INC. 8-K

What Happened
Jacobs Solutions Inc. announced on January 2, 2026 that it entered an Implementation Deed to acquire the remaining issued share capital of PA Consulting Group Limited (PA Consulting) via its subsidiary Jacobs UK Holdings Limited. The transaction consideration is a mix of cash and newly issued Jacobs common stock, reflecting an implied enterprise value for PA Consulting of approximately £3.05 billion based on certain closing assumptions. The company filed a press release on January 5, 2026 and says it may enter hedging arrangements to manage foreign‑exchange exposure related to the cash portion.

Key Details

• Implementation Deed date: January 2, 2026; press release filed as Exhibit 99.1 on January 5, 2026.
• Consideration: aggregate initial consideration payable in cash and Company Common Stock; shares set at 20% of the aggregate initial consideration (net of certain shareholder expenses) and to be issued at £100.20 per share.
• Additional payment: an extra £75 million in Jacobs shares payable on the second anniversary of Scheme effectiveness (cash or cash/stock at the company’s discretion).
• Structure & approvals: to be implemented primarily by a UK scheme of arrangement under Part 26 of the Companies Act 2006; closing conditions include PA shareholder approvals (majority in number and ≥75% by value of each class), Court sanction, UK National Security & Investment approval, Danish Investment Screening approvals, and completion of related share acquisitions.
• Other: Jacobs unconditionally and irrevocably guarantees the Purchaser’s obligations; Purchaser’s obligations are not subject to a financing condition; Implementation Deed terminates if closing has not occurred by 5 pm (UK time) on May 29, 2026 (unless extended).

Why It Matters
This is a material acquisition for Jacobs — it adds PA Consulting at an implied enterprise value of ~£3.05 billion and will be funded partly with Jacobs stock, which will dilute existing shareholders to the extent shares are issued (20% of initial consideration in stock plus a potential £75M equity payout later). The scheme structure means the deal requires court and multiple regulatory approvals in the UK and other jurisdictions before closing, and Jacobs has committed to guarantee the purchaser’s obligations. Investors should note potential dilution, the company’s stated plans to hedge FX exposure on the cash portion, and the May 29, 2026 outside date for closing.