Jacobs to Buy Remaining Stake in PA Consulting for $1.6B, Taking Full Ownership

Jacobs (NYSE:J) and PA Consulting, a leading innovation and transformation consultancy, have reached an agreement for Jacobs to acquire the remaining stake in PA Consulting, which is primarily held by PA existing and former employees. Jacobs' further investment in PA creates a global advisory powerhouse for clients – delivering solutions that enhance capital efficiency, accelerate innovation and drive lasting value.

The total upfront consideration for the remaining stake will be approximately £1.216 billion ($1.6 billion), reflecting a valuation for 100% of the business of approximately £3.05 billion, or 13.0x expected calendar year 2025 adjusted EBITDA2 before synergies, and 12.3x including estimated synergies. The transaction also includes £75 million in deferred consideration which is expected to be paid in Jacobs' shares valued on the second anniversary of the transaction closing. The transaction has been unanimously approved by Jacobs' Board of Directors and PA's Stakeholder Representatives. PA's Stakeholder Representatives and members of the key leadership team have given irrevocable undertakings to vote in favor of the transaction.

Jacobs Chair and CEO Bob Pragada said: "Since our strategic investment in March 2021, our collaboration with PA Consulting has accelerated profitable growth and reinforced Jacobs' leadership as we redefine the asset lifecycle — embedding us earlier in client journeys and expanding our impact across strategy, transformation and advisory. Jacobs' deep understanding of infrastructure delivery, capital asset cycles and highly technical program management complement PA Consulting's strategic advisory, innovation and transformation capabilities – together enabling us to transform bold ideas into practical, optimized outcomes for our clients."

"This is a key milestone for our business and underscores our disciplined approach for return-focused capital allocation and our priority to drive sustained value creation," Pragada added. "Our partnership during the past 4+ years demonstrates we are positioned to enhance Jacobs' margin profile even further and unlock synergies, including new cross-sell opportunities."

PA Consulting CEO Christian Norris said: "By fully bringing together the expertise of PA and Jacobs, we can better empower clients to overcome today's complexities and embrace tomorrow's opportunities with confidence. We know that, together, we're making a positive difference to businesses, economies and societies. Investing and extending PA's valuable brand and positioning in innovation and transformation consulting will enable us to tackle the broadest range of client challenges. Looking ahead, I'm excited to build on what we've achieved for clients so far and deliver even greater impact as one global company."

Strategic and Financial Rationale for the Combination

The transaction represents the next step in the collaboration between Jacobs and PA Consulting and is expected to bring multiple strategic and financial benefits:

• Strengthen end-to-end asset lifecycle: Combined business enhances Jacobs' ability to deliver full asset lifecycle from front-end strategy and design through build, operations and maintenance, positioning Jacobs as a more comprehensive partner to clients.
• Expand presence in high-growth, resilient sectors: Full ownership of PA strengthens Jacobs' presence in high-growth and historically resilient sectors such as advanced manufacturing, life sciences and critical infrastructure, including energy and transportation. The transaction will also expand participation in advisory and AI/digital projects. Together, Jacobs and PA will accelerate AI business transformation across the enterprise, both internally and externally for clients.
• Enhance go-to-market value proposition: Full ownership will enable broader and more integrated collaboration in pursuit of joint bids which is expected to accelerate our current positive momentum in both the volume and win rates for joint business opportunities.
• Bring complementary capabilities to clients: PA's strategic advisory and data analysis capabilities are highly complementary to Jacobs' project management and technical engineering tool kit and together the combined company will be well-positioned to capture the increasing demand from clients who require a more comprehensive and consultative provider of solutions. The combined capabilities are particularly well-suited for the wave of investment in AI data centers, power generation, regionalized supply chains, advanced pharmaceutical facilities and critical infrastructure resilience.
• Streamlined governance and decision-making structure: The combined company will benefit from simpler governance and operations, streamlined decision-making, and realization of synergies. Integration process will be staged to build on successful collaboration to date, all while maintaining sales momentum.
• Drives higher margins, accretion to EPS and strong returns: Transaction is expected to increase Jacobs' adjusted EBITDA margin3 post-close. For reference, had Jacobs fully owned PA Consulting for all of FY25, our adjusted EBITDA margin3 would have been 14.5% compared to our actual adjusted EBITDA margin3 of 13.9%. Expected cost synergies of £12-15 million are targeted to be realized within 24 months post close. The transaction is expected to be accretive to adjusted EPS in the first 12 months after closing.2

Transaction Terms and Financing

The transaction is structured with Jacobs acquiring the remaining stake of PA Consulting, which is primarily held by PA existing and former employees, for upfront consideration of approximately £1.216 billion, which is inclusive of expected adjustments up through the anticipated closing date. The upfront consideration, net of certain transaction expenses payable by the shareholders, will be paid 80% in cash and 20% in Jacobs' shares.

The transaction also includes deferred consideration of £75 million which is payable in Jacobs' shares as valued on the two-year anniversary following closing, cash, or a combination thereof, at Jacobs' election. Jacobs intends to fund the cash portion of the upfront consideration through a combination of cash-on-hand and existing and incremental debt facilities.

The transaction will primarily be implemented by way of a U.K. Scheme of Arrangement and is subject to the satisfaction of customary closing conditions, including the approval of the current shareholders of PA and the U.K. Court (pursuant to the Scheme). The transaction is expected to close by the end of Jacobs' fiscal 2026 second quarter.