Item 1.01 Entry into Material Definitive Agreement.
On October 21, 2018, Jacobs Engineering Group Inc., a Delaware corporation (the Company), and WorleyParsons Limited, a company
incorporated in Australia (Buyer), entered into a Stock and Asset Purchase Agreement (the Purchase Agreement), pursuant to which Buyer agreed to acquire the Companys energy, chemicals and resources businesses (the
Business) for a purchase price of $3.3 billion consisting of (i) $2.6 billion in cash (the Cash Consideration) plus (ii) ordinary shares of the Buyer equal to $700 million (the Share
Consideration, and together with the Cash Consideration, the Purchase Price), subject to adjustments for changes in working capital and certain other items (the Transaction). The Transaction, which has been approved by
the boards of directors of the Company and Buyer, is expected to close in the first half of calendar year 2019.
The completion of the
Transaction is subject to certain customary closing conditions, including, but not limited to, (i) the absence of any law or order prohibiting the consummation of the Transaction, (ii) the expiration or termination of the waiting period
(and any extensions thereof) applicable under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSR Act), (iii) the expiration or termination of all applicable waiting periods and the receipt of all applicable
approvals required pursuant to or in connection with the competition laws of certain foreign jurisdictions in which the Business operates, (iv) the receipt of approval from the Committee on Foreign Investment in the United States
(CFIUS), (v) the completion of a certain number of agreed upon steps of the Reorganization (as defined in the Purchase Agreement) and (vi) the transfer of certain owned real property of the Business.
Each partys obligation to consummate the Transaction is also subject to certain additional closing conditions, including, but not
limited to, (i) the accuracy of the other partys representations and warranties contained in the Purchase Agreement (subject to certain materiality qualifiers), (ii) the other partys compliance in all material respects with its
covenants and agreements contained in the Purchase Agreement and (iii) the absence of any Business Material Adverse Effect and Buyer Material Adverse Effect (as such terms are defined in the Purchase Agreement).
The Purchase Agreement contains customary representations, warranties and covenants by each party that are subject, in some cases, to
specified exceptions and qualifications contained in the Purchase Agreement. The representations and warranties in the Purchase Agreement are the product of negotiations among the parties to the Purchase Agreement and are made to, and solely for the
benefit of, the party to whom such representations and warranties are made, in each case as of specified dates. Such representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the Purchase
Agreement instead of establishing these matters as facts, may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors, and may not be relied upon by any other person. The covenants
include, among others, the following: (i) the Companys obligation to operate the Business in all material respects in the ordinary course consistent with past practice between the execution of the Purchase Agreement and the earlier of the
closing of the Transaction or the termination of the Purchase Agreement, (ii) the Companys agreement not to compete with the Business (subject to certain exceptions) for a period of five years following the closing of the Transaction and
(iii) Buyers agreement to cause one of the acquired entities to not compete in certain geographical regions with certain services of the Company (subject to certain exceptions) for a period of five years following the closing of the
Transaction.
Each of the parties is required to use its commercially reasonable efforts to consummate the Transaction, including by
making filings under the HSR Act and the competition laws of certain foreign jurisdictions, and obtaining approval from CFIUS, to complete the Transaction.
Buyer has agreed to use commercially reasonable efforts to obtain its equity and debt financing for the Transaction and the Company has agreed
to use its commercially reasonable efforts to cooperate with Buyer in Buyers efforts to obtain such equity and debt financing. There is no financing condition to the Transaction.