---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-313582"
form_type: "8-K"
ticker: null
cik: "0001066605"
company_name: "HEIDRICK & STRUGGLES INTERNATIONAL INC"
filed_at: "2025-12-10T23:59:59+00:00"
generated_at: "2026-05-16T13:37:04.756612+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 0.8
calibrated_materiality_score: 0.8
confidence: "high"
source: SEC EDGAR
---

# Heidrick & Struggles Completes Take-Private Transaction at $59/sh, ~$1.3B

## Summary
- All shareholders received $59.00 in cash per share; total equity value ~$1.3 billion.
- Consortium led by Advent International and Corvex Private Equity; strategic investors include Salem Capital, Mousse Partners, TF Cornerstone, HighSage Ventures, Barcliff Partners.
- Carmine Di Sibio to become Chairman; CEO Tom Monahan remains.
- Eight directors resigned; tax reimbursement agreements with Monahan ($12.4M max), Murray ($6.0M), Sinha ($3.5M), Heaton ($3.1M).
- Credit agreement terminated with no outstanding borrowings; stock ceased trading on Nasdaq.

## SEC filing metadata
- accession: 0001193125-25-313582
- form_type: 8-K
- cik: 0001066605
- company_name: HEIDRICK & STRUGGLES INTERNATIONAL INC
- filed_at: 2025-12-10T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 0.8
- calibrated_materiality_score: 0.8
- 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/1066605/000119312525313582/0001193125-25-313582-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1066605/000119312525313582/d832427d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-313582
- JSON: https://secwatch.observer/filing/0001193125-25-313582.json
- Plain text: https://secwatch.observer/filing/0001193125-25-313582.txt

## Key facts
- Governance Changes
  HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated certificate of incorporation in its entirety.
  - Change: charter amendment
  source text: Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1066605/000119312525313582/0001193125-25-313582-index.htm
- Governance Changes
  HEIDRICK & STRUGGLES INTERNATIONAL INC: Amended and restated bylaws in their entirety.
  - Change: bylaw amendment
  source text: Pursuant to the Merger Agreement, effective as of the Effective Time, the amended and restated certificate of incorporation of the Company and the amended and restated bylaws of the Company as in effect immediately prior to the Merger were each further amended and restated in their entirety, as set forth in Exhibits 3.1 and 3.2, respectively, to this Current Report, which are incorporated herein by reference.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1066605/000119312525313582/0001193125-25-313582-index.htm
- Material Agreements
  HEIDRICK & STRUGGLES INTERNATIONAL INC terminated Credit Agreement, dated as of October 26, 2018 with Bank of America, N.A. as Administrative Agent valued at The Company terminated the Credit Agreement; no outstanding borrowings or termination penalties. (effective 2025-12-10).
  - Action: termination
  - Agreement: credit facility
  - Counterparty: Bank of America, N.A. as Administrative Agent
  - Value: The Company terminated the Credit Agreement; no outstanding borrowings or termination penalties.
  - Effective: 2025-12-10
  source text: On December 10, 2025 (the “ Payoff Date ”), the Company terminated that certain Credit Agreement, dated as of October 26, 2018 (as amended by the First Amendment to Credit Agreement, dated as of July 13, 2021, the Second Amendment to the Credit Agreement, dated as of February 24, 2023 and the Third Amendment to the Credit Agreement, dated as of March 17, 2025, and as further amended, restated, amended and restated, supplemented or otherwise modified prior to the Payoff Date, the “ Credit Agreement ”), by and among the Company, Foreign Subsidiary Borrowers (as defined therein) from time to time party thereto, the Subsidiary Guarantors (as defined therein) from time to time party thereto (and, together with the Company and the Foreign Subsidiary Borrowers, collectively, the “ Loan Parties ”), the Lenders (as defined therein) from time to time party thereto and Bank of America, N.A. as Administrative Agent (as defined therein).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1066605/000119312525313582/0001193125-25-313582-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.