UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  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):      
June 12, 2019

           JACOBS ENGINEERING GROUP INC.            
(Exact name of registrant as specified in its charter)

Delaware
1-7463
95-4081636
(State of
Incorporation)
(Commission File Number)
(IRS Employer
Identification No.)
    1999 Bryan Street, Suite 1200, Dallas, Texas 75201    
 (Address of principal executive offices) (Zip Code)

        (214) 583-8500        
 (Registrant’s telephone number, including area code)


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 ( see General Instruction A.2. below):

 ☐ 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))
 

Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, $1 par value
JEC
New York Stock Exchange

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.  ☐
Introductory Note

As previously disclosed in the Current Report on Form 8-K filed on April 22, 2019, with the Securities and Exchange Commission (“ SEC ”) by Jacobs Engineering Group Inc. (“ Jacobs ”), Jacobs entered into an Agreement and Plan of Merger, dated as of April 21, 2019 (as amended, restated, or modified from time to time, the “ Merger Agreement ”), with The KeyW Holding Corporation, a Maryland corporation (“ KeyW ”), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly-owned indirect subsidiary of Jacobs (“ Merger Sub ”). Pursuant to the Merger Agreement, on May 13, 2019, Merger Sub commenced a tender offer to acquire all of the outstanding shares of KeyW common stock, par value $0.001 per share (the “ Shares ”), at a purchase price of $11.25 per Share, net to the seller in cash, without any interest thereon (the “ Offer Price ”) and less any applicable withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated as of May 13, 2019 (as amended or supplemented from time to time, the “ Offer to Purchase ”), and in the related Letter of Transmittal (which, together with the Offer to Purchase, and other related materials, as each may be amended or supplemented from time to time, constitute the “ Offer ”), filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Tender Offer Statement on Schedule TO filed by Jacobs and Merger Sub with the SEC on May 13, 2019 (as amended or supplemented from time to time).

On June 12, 2019, pursuant to the terms of the Merger Agreement and in accordance with Section 3-106.1 of the General Corporation Law of the State of Maryland, Merger Sub merged with and into KeyW (the “ Merger ”) with KeyW continuing as the surviving company. Upon completion of the Merger, KeyW became a wholly-owned indirect subsidiary of Jacobs. At the effective time of the Merger (the “ Effective Time ”), each outstanding Share (other than Shares owned by (i) KeyW or (ii) Jacobs, Merger Sub or any of their respective wholly-owned subsidiaries, which Shares were automatically cancelled, for no consideration, retired and have ceased to exist) was automatically canceled and converted into the right to receive an amount in cash equal to the Offer Price, and less any applicable withholding taxes.

Item 1.01            Entry into a Material Definitive Agreement

On June 12, 2019, in connection with the completion of the Merger, KeyW and Wilmington Trust, National Association (the “ Trustee ”) entered into a Second Supplemental Indenture (the “ Second Supplemental Indenture ”) to the Indenture, dated as of July 21, 2014 (the “ Base Indenture ”), between KeyW and the Trustee, and supplemented by the First Supplemental Indenture, dated as of July 21, 2014, between KeyW and the Trustee (the “ First Supplemental Indenture ,” and together with the Base Indenture and the Second Supplemental Indenture, the “ Indenture ”), relating to KeyW’s 2.50% Convertible Senior Notes due 2019 (the “ Notes ”). The Notes mature on July 15, 2019.
 
The Second Supplemental Indenture reflects that, from and after the Effective Time, the right of the holders of the Notes to convert each $1,000 principal amount of the Notes shall be changed to a right to convert such principal amount of Notes into cash in an amount initially equal to (x) the Conversion Rate (as defined in the First Supplemental Indenture) in effect immediately prior to the Merger (including any adjustment pursuant to Section 14.03 of the First Supplemental Indenture), multiplied by (y) the Merger Consideration (as defined in the Second Supplemental Indenture), resulting in the right to convert $1,000 principal amount of Notes into $758.35 in cash.
 
The foregoing description of the Second Supplemental Indenture does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Second Supplemental Indenture, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01.

Item 2.04           Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

The consummation of the Merger constitutes a Fundamental Change, as defined in the Indenture. The effective date of the Fundamental Change is June 12, 2019 (the “ Note Effective Date ”), the date of the consummation of the Merger. As a result of the Fundamental Change, each holder of the Notes will have the right to require KeyW to repurchase its Notes, pursuant to the terms and procedures set forth in the Indenture, for a cash purchase price equal to 100% of the principal amount thereof plus accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date, as defined in the Indenture. The Notes will mature on July 15, 2019, which will be prior to the Fundamental Change Repurchase Date.

Item 8.01            Other Events

On June 12, 2019, Jacobs issued a press release announcing the consummation of the Merger. The press release is attached as Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01            Financial Statements and Exhibits

(d) Exhibits.

The following exhibits are filed as part of this current report:

Exhibit Number
 
Description
 
Second Supplemental Indenture, dated as of June 12, 2019, by and between The KeyW Holding Corporation and Wilmington Trust, National Association, as trustee.
 
Agreement and Plan of Merger, dated as of April 21, 2019, by and among The KeyW Holding Corporation, Jacobs Engineering Group Inc., and Atom Acquisition Sub, Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Jacobs Engineering Group Inc. with the Securities and Exchange Commission on April 22, 2019).
 
Press Release of Jacobs Engineering Group Inc., dated June 12, 2019.
 
  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.

 
JACOBS ENGINEERING GROUP INC.
 
(Registrant)
   
   
 
/s/ Kevin Berryman
DATE: June 12, 2019
Kevin Berryman
 
Chief Financial Officer

Exhibit 4.1

SECOND SUPPLEMENTAL INDENTURE

THIS SECOND SUPPLEMENTAL INDENTURE (this “ Second Supplemental Indenture ”), dated as of June 12, 2019, is by and between The KEYW Holding Corporation (the “ Company ”) and Wilmington Trust, National Association, as trustee under the Indenture referred to below (the “ Trustee ”). All capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Indenture (as defined below).

W I T N E S S E T H :

WHEREAS, the Company and the Trustee have heretofore executed and delivered an indenture, dated as of July 21, 2014 (the “ Base Indenture ”), as supplemented by that certain First Supplemental Indenture, dated as of July 21, 2014, (the “ First Supplemental Indenture ,” and together with the Base Indenture and the Second Supplemental Indenture, the “ Indenture ”), between the Company and the Trustee, relating to the Company’s 2.50% Convertible Senior Notes due 2019 (the “ Notes ”);

WHEREAS, the Company is a party to that certain Agreement and Plan of Merger, dated as of April 21, 2019 (the “ Merger Agreement ”), by and among the Company, Jacobs Engineering Group Inc., a Delaware corporation (“ Parent ”), and Atom Acquisition Sub, Inc., a Maryland corporation and a wholly owned subsidiary of Parent (“Merger Sub”), pursuant to which Merger Sub will merge with and into the Company (the “ Merger ”) with the Company being the surviving entity;

WHEREAS, subject to the terms and conditions contained in the Merger Agreement, all the issued and outstanding shares of common stock of the Company, par value $0.001 per share, (each a “ Share ” and, collectively, the “ Shares ”) will be converted into the right to receive an amount in cash equal to the offer price of $11.25 per share (the “ Merger Consideration ”) payable net to the holders of the Shares in cash, without interest. Upon the consummation of the Merger, all Shares will no longer be outstanding and will cease to exist;

WHEREAS, the Merger will constitute a Share Exchange Event under the Indenture;

WHEREAS, in connection with the foregoing, Sections 10.02(g) and 14.07(a) of the First Supplemental Indenture provide that the Company shall execute a supplemental indenture providing that each Note shall, without the consent of any Holders, become convertible into Reference Property (as defined below);

WHEREAS, pursuant to Section 10.02(g) of the First Supplemental Indenture, the parties hereto are authorized to execute and deliver this Second Supplemental Indenture, without the consent of any Holders;

WHEREAS, the Company desires that the Trustee join with it in execution and delivery of this Second Supplemental Indenture, and in accordance with Section 13.07(a) of the Base Indenture and Sections 10.03, 10.06 and 14.07(a) of the First Supplemental Indenture, has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel responsive to and in compliance with the matters stated therein; and

WHEREAS, each party hereto has duly authorized the execution and delivery of this Second Supplemental Indenture and has done all things necessary to make this Second Supplemental Indenture a valid agreement in accordance with its terms.

NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, the Company and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:

ARTICLE I
Defined Terms

Section 1.01. Defined Terms . As used in this Second Supplemental Indenture, terms defined in the Base Indenture and the First Supplemental Indenture or in the preamble or recital thereto are used herein as therein defined. The words “herein,” “hereof” and “hereby” and other words of similar import used in this Second Supplemental Indenture refer to this Second Supplemental Indenture as a whole and not to any particular section hereof.

ARTICLE II
Effect of Merger

Section 2.01. Conversion of Notes . In accordance with Section 14.07(a) of the First Supplemental Indenture, from and after the effective time of the Merger, the right to convert each $1,000 principal amount of the Notes shall be changed to a right to convert such principal amount of Notes into cash (the “ Reference Property ”) in an amount equal to (x) the Conversion Rate in effect immediately prior to the Merger (including any adjustment pursuant to Section 14.03 of the First Supplemental Indenture), multiplied by (y) the Merger Consideration for the transaction, resulting in the right to convert $1,000 principal amount of Notes into $758.35 in cash. The provisions of the First Supplemental Indenture, as modified herein, shall continue to apply, mutatis mutandis, to the Holders’ right to convert the Notes into the Reference Property.

Section 2.02. Effectiveness . This Second Supplemental Indenture shall become effective upon its execution and delivery by the Company and the Trustee and as of the date hereof. The Trustee accepts the Indenture, as supplemented hereby, and agrees to perform the same upon the terms and conditions set forth herein, as supplemented hereby.

ARTICLE III
Miscellaneous

Section 3.01. Governing Law . This Second Supplemental Indenture, and any claim, controversy or dispute arising under or related to this Second Supplemental Indenture and each note, shall be governed by, and construed in accordance, with the laws of the State of New York.

Section 3.02. Waiver of Jury Trial . EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS SECOND SUPPLEMENTAL INDENTURE, THE NOTES OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 3.03. Jurisdiction . The Company irrevocably consents and agrees, for the benefit of the Holders from time to time of the Notes and the Trustee, that any legal action, suit or proceeding against it with respect to obligations, liabilities or any other matter arising out of or in connection with this Second Supplemental Indenture may be brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and, until amounts due and to become due in respect of the Notes have been paid, hereby irrevocably consents and submits to the non-exclusive jurisdiction of each such court in personam , generally and unconditionally with respect to any action, suit or proceeding for itself in respect of its properties, assets and revenues.

The Company irrevocably and unconditionally waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any of the aforesaid actions, suits or proceedings arising out of or in connection with this Second Supplemental Indenture brought in the courts of the State of New York or the courts of the United States located in the Borough of Manhattan, New York City, New York and hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action, suit or proceeding brought in any such court has been brought in an inconvenient forum.

Section 3.04. Ratification of Indenture; Second Supplemental Indenture Part of Indenture . Except as supplemented hereby, the Indenture, as amended and supplemented by this Second Supplemental Indenture, is in all respects ratified and confirmed, and this Second Supplemental Indenture shall be deemed part of the Indenture in the manner and to the extent herein and therein provided.

Section 3.05. Benefits of Second Supplemental Indenture . Nothing in this Second Supplemental Indenture, express or implied, is intended or shall be construed to give any person, other than the parties hereto, any agent, any registrar, any successors to the foregoing hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim in respect of this Second Supplemental Indenture or the Indenture or any provision herein or therein contained.

Section 3.06. Counterparts . This Second Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, and such counterparts shall together constitute but one and the same instrument.

Section 3.07. Effect on Successors and Assigns . All agreements of the Company and the Trustee in this Second Supplemental Indenture and the Notes shall bind their respective successors.

Section 3.08. Concerning the Trustee . The Trustee makes no representation as to the validity or sufficiency of this Second Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by the Company.

IN WITNESS WHEREOF, the parties have caused this Second Supplemental Indenture to be duly executed as of the date first written above.

 
The KEYW Holding Corporation, as the Company
   
   
 
By:
/s/ Dawne S. Hickton
   
Name: Dawne S. Hickton
   
Title: President and Chief Executive Officer


 
WILMINGTON TRUST, NATIONAL ASSOCIATION, as Trustee
   
   
 
By:
/s/ Michael H. Wass
   
Name: Michael H. Wass
   
Title: Vice President

Signature Page to Second Supplemental Indenture

Exhibit 99.2

1999 Bryan Street, Suite 1200
Dallas, Texas 75201
1.214.638.0145  Fax 1.214.638.0447

Press Release

FOR IMMEDIATE RELEASE

June 12, 2019

Jacobs Completes Acquisition of KeyW

DALLAS – Jacobs (NYSE:JEC) today announced that it has completed its acquisition of KeyW. The transaction further positions Jacobs as a leader in high-value Government Services, and allows Jacobs’ Aerospace, Technology and Nuclear (ATN) business to further advance its strategy of delivering innovative and unique mission-oriented solutions for highly technical and high-consequence government priorities.

“This combination unites complementary capabilities, cultures and client relationships, as well as proprietary technology and products, to accelerate Jacobs’ profitable growth strategy,” said Jacobs Chair and CEO Steve Demetriou. “The addition of KeyW within our ATN business advances our strategy to drive growth in higher value markets, including a multi-billion-dollar space opportunity delivering next generation intelligence and analytics solutions. Together, we bring the industry’s foremost expertise and services, creating value for shareholders and clients as a trusted provider of unique, technical mission-oriented solutions while offering greater opportunities for employees.”

With the integration of KeyW into Jacobs’ ATN business, the Company has expanded its advanced engineering and technology solutions in the key growth areas of intelligence, cyber and counterterrorism. The acquisition further diversifies Jacobs’ end-to-end solutions for its clients through KeyW’s Intelligence, Surveillance and Reconnaissance (ISR), differentiated cyber technology and mission-critical IT and analytics capabilities. This transaction enhances Jacobs’ portfolio by adding intellectual property-driven technology with unique proprietary C5ISR solutions. A joint integration planning process has been conducted ensuring operational continuity while immediately starting to harness value creation.

About Jacobs

Jacobs leads the global professional services sector delivering solutions for a more connected, sustainable world. With approximately $12 billion in revenue and a talent force of more than 50,000, Jacobs provides a full spectrum of services including scientific, technical, professional and construction- and program-management for business, industrial, commercial, government and infrastructure sectors. For more information, visit www.jacobs.com , and connect with Jacobs on LinkedIn , Twitter , Facebook and Instagram .

Forward-Looking Statements

Certain statements contained in this press release constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, and such statements are intended to be covered by the safe harbor provided by the same. Statements made in this release that are not based on historical fact are forward-looking statements. We base these forward-looking statements on management's current estimates and expectations as well as currently available competitive, financial and economic data. Forward-looking statements, however, are inherently uncertain. There are a variety of factors that could cause business results to differ materially from our forward-looking statements.  For a description of some additional factors that may occur that could cause actual results to differ from our forward-looking statements see our Annual Report on Form 10-K for the year ended September 28, 2018, and in particular the discussions contained under Item 1 - Business; Item 1A - Risk Factors; Item 3 - Legal Proceedings; and Item 7 - Management's Discussion and Analysis of Financial Condition and Results of Operations, and our Quarterly Report on Form 10-Q for the quarter ended March 29, 2019, and in particular the discussions contained under Part I, Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations; Part II, Item 1 - Legal Proceedings; and Part II, Item 1A - Risk Factors, as well as the Company's other filings with the Securities and Exchange Commission. The Company is not under any duty to update any of the forward-looking statements after the date of this press release to conform to actual results, except as required by applicable law.

For additional information, contact:

Jacobs

Investors:
Jonathan Doros, 817-239-3457
jonathan.doros@jacobs.com

Media:
Amy Ochs, 214-912-9171
amy.ochs@jacobs.com