UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
______________________________ 
Form 8-K
______________________________ 
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 11, 2018  
Jacobs Engineering Group Inc.
(Exact name of Registrant as specified in its charter)  
 
Delaware
1-7463
95-4081636
(State
of incorporation)
(Commission
File No.)
(IRS Employer
identification number)
 
1999 Bryan Street, Suite 1200, Dallas, Texas
75201
(Address of principal executive offices)
(Zip code)
 
Registrant's telephone number (including area code): (214) 583-8500  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:     
☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
  Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐






Item 1.01
Entry into a Material Definitive Agreement

        
On May 15, 2018, Jacobs Engineering Group Inc. (the “Company”) completed the closing of the private placement previously disclosed on its Current Report on Form 8-K filed with the Securities and Exchange Commission on March 13, 2018. At the closing, the Company issued $500 million in the aggregate principal amount of the Company’s senior notes in three series: $190 million aggregate principal amount of 4.27% senior notes, Series A, due May 8, 2025, $180 million aggregate principal amount of 4.42% senior notes, Series B, due May 8, 2028 and $130 million aggregate principal amount of 4.52% senior notes, Series C, due May 8, 2030 (collectively, the “Senior Notes”) pursuant to a Note Purchase Agreement, dated March 12, 2018. In connection with the closing, the Company entered into the First Amendment to the Note Purchase Agreement, dated May 11, 2018, to reflect the closing date of May 15, 2018 (the "First Amendment").
The Company intends to use the proceeds from the issuance of the Senior Notes to refinance existing indebtedness under the Company's Amended and Restated Credit Agreement, to pay transaction related expenses and for other general corporate purposes.
The Company issued the Senior Notes in accordance with the summary provided in the Current Report on Form 8-K filed on March 13, 2018, which is qualified in its entirety by reference to the full text of the Note Purchase Agreement and form of Senior Notes, a copy of which are filed as Exhibit 4.1 to such Current Report on Form 8-K and incorporated by reference herein, and the First Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information contained in Item 1.01 above regarding the closing of the private placement is incorporated by reference herein.
 
Item 9.01
Financial Statements and Exhibits


(d) Exhibits
Exhibit No.
Description
10.1







SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: May 15, 2018  
 
 
 
JACOBS ENGINEERING GROUP INC.
 
 
By:
/s/ Kevin C. Berryman
 
Kevin C. Berryman
 
Executive Vice President
 
and Chief Financial Officer





EXECUTION VERSION



JACOBS ENGINEERING GROUP INC.
___________________________________
FIRST AMENDMENT
Dated as of May 11, 2018
to the
NOTE PURCHASE AGREEMENT
Dated as of March 12, 2018
___________________________________
RE:     $190,000,000 4.27% Senior Notes, Series A, due May 8, 2025
$180,000,000 4.42% Senior Notes, Series B, due May 8, 2028
$130,000,000 4.52% Senior Notes, Series C, due May 8, 2030


    




 


FIRST AMENDMENT TO THE NOTE PURCHASE AGREEMENT
THIS FIRST AMENDMENT dated as of May 11, 2018 (the or this “First Amendment” ) to the Note Purchase Agreement dated as of March 12, 2018 is between JACOBS ENGINEERING GROUP INC., a Delaware corporation (the “Company” ) and each of the institutions which is a signatory to this First Amendment (collectively, the “Purchasers” ).
RECITALS:
A.    The Company and each of the Purchasers have heretofore entered into the Note Purchase Agreement dated as of March 12, 2018 (the “Note Purchase Agreement” ), which provides for (i) $190,000,000 aggregate principal amount of its 4.27% Senior Notes, Series A, due May 8, 2025 (the “Series A Notes” ), (ii) $180,000,000 aggregate principal amount of its 4.42% Senior Notes, Series B, due May 8, 2028 (the “Series B Notes” ) and (iii) $130,000,000 aggregate principal amount of its 4.52% Senior Notes, Series C, due May 8, 2030 (the “Series C Notes”, together with the Series A Notes and the Series B Notes, the “Notes” ) pursuant to the Note Purchase Agreement.
B.    The Company and the Purchasers now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter set forth.
C.    Capitalized terms used herein and not otherwise defined herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement.
NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Company and the Purchasers do hereby agree as follows:
Section 1.1.     Section 3 of the Note Purchase Agreement shall be and is hereby amended by deleting the phrase “on May 8, 2018 or on such other Business Day thereafter on or prior to May 11, 2018” and replacing it with the phrase “on May 15, 2018.”
Section 1.2.     For avoidance of doubt, all references to the “Closing” in the Note Purchase Agreement shall now refer to the Closing to occur on May 15, 2018.
Section 1.3.     Upon receipt by the Company and Purchasers of executed counterparts of this First Amendment, duly executed by the Company and the Purchasers, this First Amendment shall become effective.




Section 1.4.     This First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are hereby ratified and shall be and remain in full force and effect.
Section 1.5.     Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all such references to the Note Purchase Agreement shall mean the Note Purchase Agreement as modified by this First Amendment unless the context otherwise requires.
Section 1.6.     This First Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State. Section 22.8 of the Note Purchase Agreement is hereby incorporated by reference and hereby applies to this First Amendment with same force and effect as if such section was fully set forth herein.
Section 1.7.     The execution hereof by each of the parties hereto shall constitute a contract between such parties for the uses and purposes hereinabove set forth, and this First Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only one agreement. Each counterpart may consist of a number of copies hereof, each signed by less than all, but together signed by all, of the parties hereto.

[Signature Pages Follow]



-2-
    



Very truly yours,

JACOBS ENGINEERING GROUP INC.


By /s/ Kevin Berryman     
Name: Kevin Berryman
Title: Chief Financial Officer





Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement


Accepted and agreed to as
of the date hereof.

METROPOLITAN LIFE INSURANCE COMPANY

METROPOLITAN TOWER LIFE INSURANCE COMPANY, SUCCESSOR IN INTEREST TO GENERAL AMERICAN LIFE INSURANCE
COMPANY
by Metropolitan Life Insurance Company, its Investment Manager


By: /s/ John A. Wills                 
Name: John A. Wills
Title: Senior Vice President and Managing
Director

BRIGHTHOUSE LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager

BRIGHTHOUSE LIFE INSURANCE COMPANY OF NY
by MetLife Investment Advisors, LLC, Its Investment Manager


By: /s/ Judith A. Gulotta                 
Name: Judith A. Gulotta
Title: Managing Director







Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement


EMPLOYERS REASSURANCE CORPORATION
by MetLife Investment Advisors, LLC, Its Investment Adviser


TRANSATLANTIC REINSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager


By: /s/ Frank O. Monfalcone             
Name: Frank O. Monfalcone
Title: Managing Director


Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

SYMETRA LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager

ZURICH AMERICAN INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager

PENSION AND SAVINGS COMMITTEE, ON BEHALF OF THE ZURICH AMERICAN INSURANCE COMPANY MASTER RETIREMENT TRUST
by MetLife Investment Advisors, LLC, Its Investment Manager

FARMERS NEW WORLD LIFE INSURANCE COMPANY
by MetLife Investment Advisors, LLC, Its Investment Manager


By: /s/ Judith A. Gulotta                 
Name: Judith A. Gulotta
Title: Managing Director



Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

STATE FARM LIFE INSURANCE COMPANY


By     /s/ Julie Hoyer                 
Name: Julie Hoyer
Title: Investment Executive


By     /s/ Rebekah L. Holt                 
Name: Rebekah L. Holt
Title: Investment Professional


STATE FARM LIFE AND ACCIDENT ASSURANCE COMPANY


By     /s/ Julie Hoyer                 
Name: Julie Hoyer
Title: Investment Professional


By     /s/ Rebekah L. Holt                 
Name: Rebekah L. Holt
Title: Investment Professional




Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

TRANSAMERICA FINANCIAL LIFE INSURANCE COMPANY
By:
AEGON USA Investment Management, LLC, its investment manager


By     /s/ Christopher D. Pahlke             
Name: Christopher D. Pahlke
Title: Vice President

TRANSAMERICA PREMIER LIFE INSURANCE COMPANY
By:
AEGON USA Investment Management, LLC, its investment manager


By     /s/ Christopher D. Pahlke             
Name: Christopher D. Pahlke
Title: Vice President

TRANSAMERICA LIFE INSURANCE COMPANY
By:
AEGON USA Investment Management, LLC, its investment manager


By     /s/ Christopher D. Pahlke             
Name: Christopher D. Pahlke
Title: Vice President

Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement



TRANSAMERICA CASUALTY INSURANCE COMPANY
By:
AEGON USA Investment Management, LLC, its investment manager


By     /s/ Christopher D. Pahlke             
Name: Christopher D. Pahlke
Title: Vice President


Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

UNUM LIFE INSURANCE COMPANY OF AMERICA
By: Provident Investment Management, LLC
Its: Agent


By: /s/ J. Paul Jullienne                 
Name: J. Paul Jullienne
Title: Vice President, Managing Counsel
and Corporate Secretary




Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

PRINCIPAL LIFE INSURANCE COMPANY

By: Principal Global Investors, LLC
a Delaware limited liability company,
its authorized signatory


By: /s/ Alex P. Montz                 
Name: Alex P. Montz
Title: Counsel


By: /s/ Anne R. Cook                 
Name: Anne R. Cook
Title: Counsel



Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

AMERICAN EQUITY INVESTMENT LIFE INSURANCE COMPANY


By: /s/ Jeffrey A. Fossell                 
Name: Jeffrey A. Fossell
Title: Authorized Signatory


EAGLE LIFE INSURANCE COMPANY


By: /s/ Jeffrey A. Fossell                 
Name: Jeffrey A. Fossell
Title: Authorized Signatory




Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

AMERICAN UNITED LIFE INSURANCE COMPANY


By     /s/ Michael D. Bullock             
Name: Michael I. Bullock
Title: VP, Private Placements


THE STATE LIFE INSURANCE COMPANY
By:
American United Life Insurance Company
Its:
Agent


By     /s/ Michael D. Bullock             
Name: Michael I. Bullock
Title: VP, Private Placements


UNITED FARM FAMILY LIFE INSURANCE COMPANY
By:
American United Life Insurance Company
Its:
Agent


By     /s/ Michael D. Bullock             
Name: Michael I. Bullock
Title: VP, Private Placements




Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

GENWORTH MORTGAGE INSURANCE CORPORATION



By: /s/ William S. Shepetin             
Name: William S. Shepetin
Title: Investment Officer


GENWORTH LIFE INSURANCE COMPANY



By: /s/ William S. Shepetin             
Name: William S. Shepetin
Title: Investment Officer



GENWORTH LIFE AND ANNUITY INSURANCE COMPANY



By: /s/ William S. Shepetin             
Name: William S. Shepetin
Title: Investment Officer


Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

STATE OF WISCONSIN INVESTMENT BOARD


By: /s/ Christopher P. Prestigiacomo         
Name: Christopher P. Prestigiacomo
Title: Portfolio Manager





Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

THE STANDARD FIRE INSURANCE COMPANY



By: /s/ David D. Rowland             
Name: David D. Rowland
Title: Executive Vice President


ST. PAUL FIRE AND MARINE INSURANCE COMPANY



By: /s/ David D. Rowland             
Name: David D. Rowland
Title: Executive Vice President



Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

RGA REINSURANCE COMPANY



By: /s/ Amy Gibson                 
Name: Amy Gibson
Title: Vice President






Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

MODERN WOODMEN OF AMERICA


By     /s/ Douglas A. Pannier             
Name: Douglas A. Pannier
Title: Group Head – Private Placements


MODERN WOODMEN OF AMERICA


By     /s/ Christopher M. Cramer             
Name: Christopher M. Cramer
Title: Manager – Fixed Income



Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

AMERITAS LIFE INSURANCE CORP.
AMERITAS LIFE INSURANCE CORP. OF NEW YORK
By:
Ameritas Investment Partners Inc., as Agent


By: /s/ Tina Udell                 
Name: Tina Udell
Title: Vice President and Managing
Director




Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement




Accepted and agreed to as
of the date hereof.

SOUTHERN FARM BUREAU LIFE INSURANCE COMPANY


By: /s/ David Divine                 
Name: David Divine
Title: Senior Portfolio Manager





Jacobs Engineering Group Inc.        Amendment to Note Purchase Agreement