{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-25-231098","form_type":"8-K","ticker":null,"cik":"0001066605","company_name":"HEIDRICK & STRUGGLES INTERNATIONAL INC","filed_at":"2025-10-06T23:59:59+00:00","discovered_at":"2026-05-14T18:02:38.705345+00:00","generated_at":"2026-05-17T04:32:30.598252+00:00","sec_items":["1.01","5.02","5.03","7.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Heidrick & Struggles to be acquired by Advent/Corvex for $59/share (~$1.3B equity value)","bullets":["Stockholders receive $59.00 per share cash, a ~26% premium to the 90-day VWAP.","Consortium includes Advent, Corvex, family offices, and significant investment from Heidrick leaders.","Transaction valued at ~$1.3B equity; company will become private after closing.","Board unanimously approved; closing subject to stockholder vote and regulatory approvals with a $38.9M termination fee.","Equity commitment of $1.35B from Advent affiliates to fund the merger."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-25-231098","json":"https://secwatch.observer/filing/0001193125-25-231098.json","markdown":"https://secwatch.observer/filing/0001193125-25-231098.md","text":"https://secwatch.observer/filing/0001193125-25-231098.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1066605/000119312525231098/0001193125-25-231098-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1066605/000119312525231098/d73423d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-17T04:32:30.598252+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":"17d71c6fd479f67d1ce2047abf2e911bb56c71f5","claim":"HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended Bylaws to add Article XI designating exclusive forum for certain legal actions: Court of Chancery for internal corporate claims and federal courts for Securities Act claims.","evidence_excerpt":"The Bylaws Amendment adds a new Article XI, which provides that, unless the Company otherwise consents to an alternative forum in writing, (i) the Court of Chancery of the State of Delaware is designated as the sole and exclusive forum for certain specified legal actions involving the Company and (ii) the federal district courts of the United States of America, to the fullest extent permitted by law, are designated as the sole and exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act of 1933, as amended (the “ Securities Act ”).","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1066605/000119312525231098/0001193125-25-231098-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}