--- 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" generated_at: "2026-06-20T22:42:25.117302+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Hill International acquired by GISI in ~$200M all-cash deal; stock delisted from NYSE ## Summary - 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. ## SEC filing metadata - accession: 0001104659-22-130052 - form_type: 8-K - cik: 0001287808 - company_name: Hill International, Inc. - filed_at: 2022-12-27T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - 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 ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-130052 - JSON: https://secwatch.observer/filing/0001104659-22-130052.json - Plain text: https://secwatch.observer/filing/0001104659-22-130052.txt ## Key facts - Executive change Deborah S. Butera was appointed as director at Hill International, Inc.. - Action: appointed - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Sue Steele resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Richard C. Lee was appointed as director at Hill International, Inc.. - Action: appointed - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Grant G. McCullagh resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Raouf S. Ghali resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change James B. Renacci resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Jeffrey M. Kissel was appointed as director at Hill International, Inc.. - Action: appointed - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change Paul J. Evans resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Executive change David Sgro resigned as director at Hill International, Inc.. - Action: resigned - Role: director source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Governance Changes Hill International, Inc.: The bylaws were amended and restated in connection with the merger. - Change: bylaw amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Governance Changes Hill International, Inc.: The certificate of incorporation was amended and restated in connection with the merger. - Change: charter amendment source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - M&A Transactions 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm - Material Agreements 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 source text: 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_url: https://www.sec.gov/Archives/edgar/data/1287808/000110465922130052/0001104659-22-130052-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.