Jacobs Solutions Inc. Issues \$1.0 Billion Senior Notes to Fund Acquisition of PA Consulting Group

Date of Report: March 3, 2026

Ticker: J   |   Exchange: NYSE

Key Developments

• Jacobs Solutions Inc. (NYSE: J) has announced the successful issuance of \$1.0 billion in 5.375% Senior Notes due 2036, as part of a strategic financing initiative tied to a major corporate acquisition.
• The net proceeds from this offering are earmarked to finance the cash consideration for the acquisition of all remaining shares of PA Consulting Group Limited not already owned by Jacobs and its affiliates.
• If the acquisition does not proceed, the company intends to use the proceeds to repay outstanding amounts under its revolving credit facility and term loan facility, with any excess used for general corporate purposes.
• The Notes and Guarantees are backed by Jacobs Engineering Group Inc., a wholly-owned subsidiary, and were issued under an indenture with U.S. Bank Trust Company, National Association, as trustee.
• Interest is payable semi-annually on March 3 and September 3 each year, beginning September 3, 2026.
• The Notes contain protective covenants limiting Jacobs’ ability to incur certain indebtedness, engage in sale/leaseback transactions, and merge or transfer assets without meeting specific conditions.
• Change of Control Protection: If Jacobs undergoes a change of control and the Notes are downgraded below investment grade by both Moody’s and S&P, the company will be required to offer to repurchase the Notes at 101% of principal plus accrued interest.

Shareholder-Relevant and Potentially Price-Sensitive Information

• Major Acquisition: The acquisition of PA Consulting Group Limited is a transformative deal that will see Jacobs fully own the UK-based consultancy. This could significantly impact Jacobs’ financial profile, market reach, and long-term growth prospects.
• Debt Issuance and Leverage: The \$1.0 billion debt issuance will increase Jacobs’ leverage temporarily. However, the proceeds are specifically targeted for a value-accretive acquisition and/or debt repayment, which may mitigate long-term balance sheet risk.
• Covenant Protections: The Notes’ covenants and change of control terms provide increased security to investors, but also signal that the company is actively managing its financial risk profile during a period of major corporate change.
• Legal Validity: The legal opinion from Sullivan & Cromwell LLP confirms the Notes and Guarantees are valid and binding, reducing legal uncertainty for investors.
• Market Impact: Completion of the PA Consulting acquisition could drive synergy benefits and open new markets for Jacobs. Conversely, failure to close the deal would see the funds redirected to deleveraging, which may still be viewed positively by the market.

Additional Details

• The Notes were issued under an indenture dated February 16, 2023, as supplemented on March 3, 2026. Forms of the Notes and Guarantees are filed as exhibits and are available for review.
• The Notes are not subject to any sinking fund and will be held initially in the form of global securities by The Depository Trust Company, New York.
• Jacobs is not classified as an emerging growth company under SEC rules, and the company has not elected for extended transition periods for new accounting standards.

Potential Impact on Shareholders and Stock Price

• The full acquisition of PA Consulting is likely to be viewed as a significant strategic move, potentially leading to enhanced earnings, expanded service offerings, and greater international reach.
• The structure and terms of the new debt, along with robust covenants and protective measures, may be viewed favorably by credit and equity investors.
• Any material updates regarding the completion or failure of the acquisition could result in notable share price movements, as investors reassess Jacobs’ growth trajectory and financial leverage.
• The company’s proactive communication and clear use-of-proceeds statement reduce uncertainty and may support investor confidence.

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