8-K
filed December 27, 2022, 6:59 PM ET
CIK 0001287808
M&A
confidence high
sentiment neutral
materiality 1.00
Hill International, Inc.: M&A transaction — Hill International acquired by GISI in ~$200M all-cash deal; stock delisted from NYSE
Hill International, Inc.
- Merger closed Dec 27, 2022; shareholders receive $3.40 per share in cash, plus assumed debt.
- Hill becomes wholly owned subsidiary of Global Infrastructure Solutions Inc. (GISI).
- New directors appointed: Jeffrey M. Kissel, Richard C. Lee, Deborah S. Butera; prior directors resigned.
- All outstanding equity awards vested and settled in cash at Merger Consideration.
- Credit agreements with Societe Generale terminated; loans fully prepaid.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Deborah S. Butera was appointed as director at Hill International, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, the following persons became directors of the Company: Jeffrey M. Kissel, Richard C. Lee and Deborah S. Butera.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Sue Steele resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Richard C. Lee was appointed as director at Hill International, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, the following persons became directors of the Company: Jeffrey M. Kissel, Richard C. Lee and Deborah S. Butera.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Grant G. McCullagh resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Raouf S. Ghali resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James B. Renacci resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey M. Kissel was appointed as director at Hill International, Inc..
- Action
- appointed
- Role
- director
Exact text from the filing
In accordance with the terms of the Merger Agreement, as of the Effective Time, the following persons became directors of the Company: Jeffrey M. Kissel, Richard C. Lee and Deborah S. Butera.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Paul J. Evans resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Sgro resigned as director at Hill International, Inc..
- Action
- resigned
- Role
- director
Exact text from the filing
The following persons, who were directors of the Company immediately prior to the Effective Time, voluntarily resigned from the board of directors of the Company (the “ Board ”) and the committees of the Board on which they served, if any, at the Effective Time: David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hill International, Inc.: The bylaws were amended and restated in connection with the merger.
- Change
- bylaw amendment
Exact text from the filing
As of the Effective Time, the bylaws of the Company were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 hereto, which is incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Hill International, Inc.: The certificate of incorporation was amended and restated in connection with the merger.
- Change
- charter amendment
Exact text from the filing
As of the Effective Time, the certificate of incorporation of the Company, as in effect immediately prior to the Effective Time, was amended and restated to be in the form of the certificate of incorporation attached as Exhibit 3.1 hereto, which is incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
Hill International, Inc. underwent a change of control involving Global Infrastructure Solutions Inc. for $3.40 per share in cash (closed 2022-12-27).
- Action
- change of control
- Counterparty
- Global Infrastructure Solutions Inc.
- Consideration
- $3.40 per share in cash
- Closing
- 2022-12-27
Exact text from the filing
the “ Excluded Shares ”) and (B) the Appraisal Shares (as defined in the Merger Agreement), was automatically converted into the right to receive an amount in cash equal to $3.40, without interest (such amount of cash, the “ Merger Consideration ”). Each share of Common Stock to be converted into the right to receive the Merger Consideration was
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Hill International, Inc. terminated International Credit Agreement dated as of September 26, 2014 with Société Générale and other lenders valued at prepaid in full all amounts owing and terminated all lending commitments (effective 2022-12-27).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Société Générale and other lenders
- Value
- prepaid in full all amounts owing and terminated all lending commitments
- Effective
- 2022-12-27
Exact text from the filing
the International Credit Agreement, dated as of September 26, 2014, among Hill International N.V., a wholly owned subsidiary of the Company (“ Hill N.V. ”), as borrower, Société Générale, as administrative agent and collateral agent, the other lenders party thereto, and certain subsidiaries of Hill N.V.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
Hill International, Inc. terminated U.S. Credit Agreement dated as of September 26, 2014 with Société Générale and other lenders valued at prepaid in full all amounts owing and terminated all lending commitments (effective 2022-12-27).
- Action
- termination
- Agreement
- credit facility
- Counterparty
- Société Générale and other lenders
- Value
- prepaid in full all amounts owing and terminated all lending commitments
- Effective
- 2022-12-27
Exact text from the filing
the U.S. Credit Agreement, dated as of September 26, 2014, among the Company, as borrower, Société Générale, as administrative agent and collateral agent, the other lenders party thereto, and certain subsidiaries of the Company
View on SEC.gov
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