Jacobs Engineering Group Inc. (NYSE:J) entered into a definitive agreement to acquire BlackLynx, Inc. on November 1, 2021. At closing, BlackLynx will expand Jacobs' position to 14 of 18 U.S. Intelligence Community agencies and will be aligned with Jacobs' Cyber & Intelligence business unit under the leadership of Caesar Nieves, Senior Vice President. Guggenheim Securities, LLC is serving as exclusive financial advisor to Jacobs, and Christopher Ewan, Amber Banks, Michael T. Gershberg, Nathaniel L. Asker, Amy L. Blackman, Michael J. Anstett, Joshua D. Roth, Michael J. Alter, James J. McCullough, Howard A. Fine, Melissa A. Meyrowitz, Donna Mussio, Michael A. Kleinman, Michael Fiedler, Michael Stepan and Eden Lichaw of Fried, Frank, Harris, Shriver & Johnson LLP is serving as legal counsel to Jacobs. Raymond James is serving as exclusive financial advisor to BlackLynx, and Cooley LLP is serving as legal counsel to BlackLynx.

Jacobs Engineering Group Inc. (NYSE:J) completed the acquisition of BlackLynx, Inc. for approximately $250 million on November 19, 2021. Jacobs acquired all of BlackLynx's outstanding shares of common stock, in a transaction valued at up to $257.5 million, on a cash-free, debt-free basis, including base consideration of $250 million, and a potential earn-out payment of up to $7.5 million. The amount of any earnout payment will depend on BlackLynx achieving certain revenue and gross margin thresholds in calendar year 2022. The purchase price was paid in cash and is subject to customary post-closing adjustments. As per the announcement of February 8, 2022, Jacobs Engineering paid total base consideration of approximately $234.9 million in cash to the former owners of BlackLynx. In addition, the transaction involved the potential payment of future consideration that is contingent upon the achievement of certain revenue and gross margin thresholds being achieved in calendar year 2022. The estimated fair value of the contingent consideration on the acquisition date is $1.3 million. The future contingent consideration will be paid, if and to the extent achieved, in second quarter of fiscal 2023. In conjunction with the acquisition, Jacobs Engineering also paid off BlackLynx's debt of approximately $5.3 million simultaneously with the consummation of the acquisition. Jacobs Engineering acquired $5.1 million cash of BlackLynx, Inc.