{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-22-130052","form_type":"8-K","ticker":null,"cik":"0001287808","company_name":"Hill International, Inc.","filed_at":"2022-12-27T23:59:59+00:00","discovered_at":"2026-05-14T18:03:50.014256+00:00","generated_at":"2026-06-20T22:42:25.117302+00:00","sec_items":["1.02","2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Hill International acquired by GISI in ~$200M all-cash deal; stock delisted from NYSE","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-22-130052","json":"https://secwatch.observer/filing/0001104659-22-130052.json","markdown":"https://secwatch.observer/filing/0001104659-22-130052.md","text":"https://secwatch.observer/filing/0001104659-22-130052.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/tm2233283d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T22:42:25.117302+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"00f4d782b2","claim":"Deborah S. Butera was appointed as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"0bfe80debc","claim":"Sue Steele resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"3f6f124e65","claim":"Richard C. Lee was appointed as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"4deb7ebaf9","claim":"Grant G. McCullagh resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"584e1e71bf","claim":"Raouf S. Ghali resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"674f41116c","claim":"James B. Renacci resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"aec13fb6f8","claim":"Jeffrey M. Kissel was appointed as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"bee146abd7","claim":"Paul J. Evans resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"e040029dbd","claim":"David Sgro resigned as director at Hill International, Inc..","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"director"}],"fact_type":"executive_change"},{"claim_id":"0a411e17f2310efaf5874eeaacb2b348c00793ab","claim":"Hill International, Inc.: The bylaws were amended and restated in connection with the merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"d79346a2d8d847272f629965f8a8c62064b34f3e","claim":"Hill International, Inc.: The certificate of incorporation was amended and restated in connection with the merger.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"e0a28bc11a0c21af9b32f9eb21ebc44d7ce04a19","claim":"Hill International, Inc. underwent a change of control involving Global Infrastructure Solutions Inc. for $3.40 per share in cash (closed 2022-12-27).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Global Infrastructure Solutions Inc."},{"label":"Consideration","value":"$3.40 per share in cash"},{"label":"Closing","value":"2022-12-27"}],"fact_type":"ma_transaction"},{"claim_id":"7f2d6c1010d588e037c99e5ecb706754be466e57","claim":"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).","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Société Générale and other lenders"},{"label":"Value","value":"prepaid in full all amounts owing and terminated all lending commitments"},{"label":"Effective","value":"2022-12-27"}],"fact_type":"material_agreement"},{"claim_id":"f5ba50b7946ab567dcf45a1aed268d929980c980","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm","confidence":0.95,"family_label":"Material Agreements","details":[{"label":"Action","value":"termination"},{"label":"Agreement","value":"credit facility"},{"label":"Counterparty","value":"Société Générale and other lenders"},{"label":"Value","value":"prepaid in full all amounts owing and terminated all lending commitments"},{"label":"Effective","value":"2022-12-27"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}