Reverse Morris Trust from Jacobs Solutions (J) · Sep 27, 2024 · NYSE
one share of SpinCo for every share of Jacobs, with at least 80.1% of SpinCo distributed before the merger with Amentum
Moat ratings, quality scores and fair value estimates are MoatScope research opinions and refresh with the data pipeline. Price / FV below 1.00× means the shares trade under our base-case estimate.
Jacobs separated its Critical Mission Solutions business and the Cyber & Intelligence portion of Divergent Solutions and merged the spin-co with Amentum in a Reverse Morris Trust, creating Amentum Holdings, a government services contractor whose shares went to Jacobs shareholders and Amentum's owners.
Stated rationaleJacobs said the transaction would leave it a higher-margin consulting and engineering firm while giving the government services business Amentum's scale.
Jacobs completed the separation of its Critical Mission Solutions and Cyber & Intelligence businesses on September 27, 2024 through a Reverse Morris Trust: shareholders received one SpinCo share per Jacobs share, immediately converted into shares of the combined company as SpinCo merged with Amentum, the government-services contractor owned by private-equity sponsors. Jacobs kept up to 19.9% of SpinCo ahead of the merger and has sold down since. The combined Amentum Holdings had pro forma revenue of about $13 billion and a $47 billion backlog at the time of the deal, and SpinCo borrowed about $1.13 billion of term loans to pay Jacobs $1.0 billion in cash, on top of roughly $3.3 billion of first-lien term debt Amentum already carried. On MoatScope's framework Amentum carries a Narrow moat and a quality score of 38 at a $4.9 billion market value, trading at $20.06 against a base-case fair value estimate of $9.33 — 2.14×. Jacobs carries a Narrow moat and a quality score of 44 at $17.8 billion, 2.65× fair value.
Not investment advice. Terms are as stated in the latest filing; spin-off shares are often thinly covered and volatile in their first months. Write-up dated Sep 8, 2026.