| Item 1.01 |
Entry into a Material Definitive Agreement |
Revolving Credit Agreement
On March 16, 2026, Jacobs Solutions Inc. (the “Company”), Jacobs Engineering Group Inc. ( “JEGI”) and certain of the Company’s wholly owned subsidiaries, as borrowers, entered into a credit agreement (the “Revolving Credit Agreement”) with the lenders party thereto, Bank of America, N.A., as administrative agent, Bank of America, N.A., BNP Paribas and Wells Fargo Bank, National Association, as co-syndication agents, The Toronto-Dominion Bank, New York Branch, HSBC Bank USA, National Association, U.S. Bank National Association and JPMorgan Chase Bank, N.A., as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners. Each of Bank of America, N.A., BofA Securities, Inc., BNP Paribas, Wells Fargo Bank, National Association, The Toronto-Dominion Bank, New York Branch, HSBC Bank USA, National Association, U.S. Bank National Association, JPMorgan Chase Bank, N.A., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC are agents, arrangers, bookrunners and lenders, as the case may be, under the Term Loan Agreement (as defined below) and have provided, and may in the future provide, to the Company and its subsidiaries, and persons and entities with relationships with the Company and its subsidiaries, a variety of services, including cash management, investment research and management, commercial banking, hedging, brokerage, and advisory or other financial and non-financial activities and services, for which they received or will receive customary fees and expenses.
The Revolving Credit Agreement provides to the Company and the other borrowers party thereto from time to time with a $1,500 million revolving facility, which can be borrowed in U.S. dollars, British Sterling, Euros, Canadian dollars, Australian dollars, Swedish Krona, Singapore dollars and other agreed upon alternative currencies, which will mature on March 16, 2031. The Company may increase the amount of availability under the revolving credit facility or establish an incremental term loan facility in an aggregate amount of up to $750 million if certain conditions are satisfied, including the absence of any default or event of default under the Revolving Credit Agreement and the Company obtaining the consent of the lenders participating in the increase or incremental term loan facility.
On March 16, 2026, JEGI borrowed revolving loans in an amount of $545 million and used the proceeds therefrom to repay outstanding obligations under that certain third amended and restated credit agreement dated as of February 6, 2023 (the “Existing Revolving Credit Agreement”), by and among the Company, JEGI and certain of its subsidiaries as borrowers, Bank of America, N.A., as administrative agent, Bank of America, N.A., BNP Paribas, TD Bank, N.A. and Wells Fargo Bank, National Associate, as co-syndication agents, The Bank of Nova Scotia, HSBC Bank USA, National Association and U.S. Bank National Association, as co-documentation agents, and BofA Securities, Inc., BNP Paribas Securities Corp. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, and the Existing Revolving Credit Agreement was terminated on such date.
Additionally, on March 16, 2026, the Company borrowed revolving loans in an aggregate amount of approximately $56 million and will use the net proceeds therefrom to finance the cash consideration of the acquisition from shareholders of PA Consulting Group Limited (“PA Consulting”) other than the Company and its affiliates (the “PA Shareholders”) of all of the remaining issued share capital of PA Consulting owned by the PA Shareholders (the “Acquisition”), together with proceeds of loans borrowed under the Term Loan Agreement and cash on hand if needed based on the final adjusted purchase price of the Acquisition. If the Acquisition is not consummated for any reason, the Company intends to use the net proceeds from such revolving loans for general corporate purposes, including repayment of such revolving loans.
The obligations of the borrowers under the Revolving Credit Agreement will be guaranteed by the Company and JEGI. The guarantee of such obligations by JEGI will be released under certain circumstances, including, among other things, if the combined outstanding principal amount of JEGI’s 5.900% Sustainability-Linked Senior Notes due 2033 and 6.350% Senior Notes due 2028 is equal to or less than $300,000,000 in the aggregate and the guarantees of JEGI under the Company’s 4.750% Senior Notes due 2031 and 5.375% Senior Notes due 2036 are released or will be concurrently released with the guarantee of the Revolving Credit Agreement.
