- KBR entered into a definitive agreement to acquire LinQuest
Corporation, adding digital integration capabilities for national
security customers
- Acquisition expands opportunities for revenue growth, meeting
customer and market demands
- Enhances KBR's position in high-end, technically differentiated
services across space, air dominance and battlespace missions
HOUSTON, July 16,
2024 /PRNewswire/ -- KBR (NYSE: KBR) announced today
it has entered into a definitive agreement to acquire LinQuest
Corporation.
LinQuest is an engineering, data analytics and digital
integration company with a legacy of solving complex technical
challenges for national security missions. They develop and
integrate advanced technology solutions to meet the most
challenging demands across space, air dominance and connected
battlespace missions, including advanced AI and machine
learning capabilities. LinQuest is a leader in supporting the U.S.
Space Force, U.S. Air Force and other U.S. Department of Defense
and intelligence agencies.
The acquisition of LinQuest is an important accelerator to KBR's
strategy of furthering the delivery of high-end technology,
expertise and mission capabilities. The two companies have highly
complementary capabilities creating synergies across the portfolio
of solutions that will drive new revenue growth. Additionally, over
74% of LinQuest's 1,500+ employees hold security clearances,
which will strengthen KBR's support for strategic U.S. government
clients to meet the demands of the rapidly changing defense and
national security sector.
"LinQuest is an innovator in national security, space and
technology solutions. Their talented people deliver high-end,
technically and digitally differentiated services that are
complementary to KBR," said Stuart
Bradie, KBR President and Chief Executive Officer. "LinQuest
is a terrific company, and the revenue synergy opportunities are
exciting. Our values are strongly aligned, and we are delighted to
welcome this talented team to the KBR family."
The transaction is expected to be accretive to adjusted EPS,
which excludes amortization from purchased intangible
assets and non-recurring transaction costs. The
transaction has been unanimously approved by the KBR Board of
Directors and is subject to certain regulatory approvals prior to
closing.
The purchase price is $737M,
inclusive of modest expected tax benefits, which represents a 2025
FY Adj. EBITDA multiple of just over 11x. KBR will utilize a
combination of cash and existing debt capacity to fund the
transaction, which is expected to close in Q3 or Q4 this year.
Arena Strategic Advisors supported financial due diligence and
Gibson, Dunn & Crutcher LLP acted as legal advisor to KBR for
the transaction.
Baird acted as the exclusive
financial advisor to LinQuest in connection with the transaction.
Kirkland & Ellis LLP acted as legal advisor to LinQuest.
Supplemental information is available at investors.kbr.com.
About KBR
We deliver science, technology and engineering solutions to
governments and companies around the world. KBR employs
approximately 35,000 people worldwide with customers in more than
80 countries and operations in over 30 countries.
KBR is proud to work with its customers across the globe to
provide technology, value-added services, and long-term operations
and maintenance services to ensure consistent delivery with
predictable results. At KBR, We Deliver.
Visit www.kbr.com
About LinQuest Corporation
LinQuest is a national security space leader that enables
defense and intelligence missions through advanced digital
transformation solutions and the development, integration, and
operation of mission-critical systems. With a legacy that spans 47
years, LinQuest's 1,500-plus team members work side-by-side with
their customers to solve their most complex technical challenges,
drive innovation, and deliver fielded solutions for national
security missions. More information can be found on the company's
website at www.linquest.com.
Forward Looking Statements
The statements in this press release that are not historical
statements, including statements regarding future financial
performance, the timing and ability to close the proposed
transaction and the expected benefits and opportunities of the
proposed transaction to the company, are forward-looking statements
within the meaning of the federal securities laws. When used in
this press release, the words "estimates," "expects," "projects,"
"plans," "intends," "believes," "targets" or future or conditional
verbs such as "will," "should," "could" or "may," and variations of
such words or similar expressions are intended to identify
forward-looking statements. These statements are subject to
numerous risks, uncertainties and assumptions, many of which are
beyond the company's control, that could cause actual results to
differ materially from the results expressed or implied by the
statements. These risks, uncertainties and assumptions include, but
are not limited to, those set forth in the company's most recently
filed Annual Report on Form 10-K, any subsequent Form 10-Qs and
8-Ks and other U.S. Securities and Exchange Commission filings,
which discuss some of the important risks, uncertainties and
assumptions that the company has identified that may affect its
business, results of operations and financial condition. Due to
such risks, uncertainties and assumptions, you are cautioned not to
place undue reliance on such forward-looking statements, which
speak only as of the date hereof. Except as required by law, the
company undertakes no obligation to revise or update publicly any
forward-looking statements for any reason.
Non-GAAP Financial Metrics
Adjusted EBITDA and adjusted earnings per share (adjusted EPS)
are non-GAAP financial metrics referenced in this press release. As
used in this press release, adjusted EBITDA is calculated as
EBITDA, which is defined as Net income attributable to KBR, plus
interest expense; other non-operating expense; provision for income
taxes; and depreciation and amortization, further adjusted by
excluding certain amounts including acquisition, integration and
restructuring costs, legacy legal fees and Ichthys commercial
dispute costs. As used in this press release, adjusted EPS is
calculated as diluted earnings per share, adjusted for certain
amounts including amortization related to acquisitions,
acquisition, integration and restructuring costs, legacy legal fees
and Ichthys commercial dispute costs. Adjusted EBITDA and adjusted
EPS are considered non-GAAP financial metrics because they exclude
certain amounts included in the most directly comparable financial
measure calculated in accordance with GAAP.
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SOURCE KBR, Inc.