HILL INTERNATIONAL,INC. (NYSE:HIL) Files An 8-K Entry into a Material Definitive Agreement
Item1.01 Entry into a Material Definitive Agreement.
On December20, 2016, Hill International,Inc. (the Company) and
its subsidiary Hill International N.V. (Hill N.V. and,
collectively with the Company, the Sellers) entered into a Stock
Purchase Agreement (the Agreement) with Liberty Mergeco,Inc. (the
US Purchaser) and Liberty Bidco UK Limited (the UK Purchaser and,
collectively with the US Purchaser, the Purchasers) to which
Purchasers will acquire the construction claims group of the
Company (the Claims Group) by the US Purchasers acquisition of
all of the stock of Hill International Consulting,Inc. from the
Company and the UK Purchasers acquisition of all of the stock of
Hill International Consulting B.V. from Hill N.V. for a total
purchase price of $147.0 million (the Purchase Price). The
closing (Closing) is anticipated to occur on a date within the
first quarter of 2017 but no later than May31, 2017 (the Closing
Date). The Purchasers are companies controlled by funds managed
by Bridgepoint Development Capital, part of international private
equity group Bridgepoint. Any capitalized terms that are not
defined herein shall have the same meaning as set forth in the
Agreement, a copy of which is attached as Exhibit2.1.
The Purchase Price is $147.0 million, which amount will be
reduced by Assumed Indebtedness (which was approximately $4.0
million as of November30, 2016) and is subject to a Working
Capital Adjustment. The Purchase Price includes an amount
attributable to the acquisition of a series of inter-company
promissory notes, which are being acquired for the amount of
principal and accrued but unpaid interest outstanding thereunder
at the Closing. The Working Capital Adjustment will be equal to
the amount that working capital at Closing exceeds (or is less
than) the Target Working Capital, which has been set at $35.4
million. The Working Capital Adjustment will be supported by a
working capital escrow of $5.0 million in cash, which will be
funded by the Sellers with cash distributed from the Claims Group
in connection with Closing.
Prior to the Closing, there will be an internal reorganization of
the Company and its subsidiaries to complete the separation of
the Claims Group from the Project Management Group of the Company
and its subsidiaries (the Seller Reorganization). Consummation of
the Seller Reorganization is a closing condition to the
Agreement, except to the extent set forth in the Agreement or as
otherwise agreed by the parties. In addition to the Seller
Reorganization closing condition, the Closing is subject to
various other conditions, including (1)receipt by the Purchasers
of a statement of no objection from the Australian Governments
Foreign Investment Review Board, (2)the representations and
warranties of Purchasers and Sellers not ceasing to be true and
accurate to an extent which has had or reasonably could have a
Material Adverse Effect, and (3)certain other conditions
customary to a transaction of this type. The Closing is not
subject to a financing condition.
The Agreement includes customary representations and warranties
and covenants of the Sellers and the Purchasers. The Sellers have
agreed to operate the Business in the ordinary course until the
Closing. For 5 years from the date of the Agreement, the Sellers
have agreed not to (1)to compete with the Claims Group within the
Restricted Jurisdictions, (2)solicit employees of the Claims
Group and (3)solicit Business away from the Claims Group or
interfere with the Business of the Claims Group, provided that
Sellers may provide certain incidental claims management services
as set forth in the Agreement. Sellers also have agreed to
confidentiality and non-disparagement obligations. For 18 months,
the Purchasers have agreed not to solicit employees of the
Sellers. Purchasers also have agreed to non-disparagement
obligations.
The Agreement provides for indemnification of Sellers and Buyers.
The Sellers representations and warranties survive the Closing
for a period a 12 months following the Closing, provided that
certain Fundamental Representations (those regarding organization
and authority, capitalization, subsidiaries, tax matters,
employee benefit plans, the Seller Reorganization, and brokers)
shall survive for the applicable statute of limitations. In
addition to breaches of representations and warranties, the
Sellers have agreed to indemnify the Purchasers from Losses
relating to (i)breaches of covenants, (ii)failure to identify
items of Indebtedness and failure to pay Indebtedness, other than
Assumed Indebtedness, at Closing, (iii)Liens other than Permitted
Liens, (iv)unpaid taxes arising out of pre-Closing Tax Periods
and certain other taxes, (v)certain Losses incurred on or before
December31, 2019 relating to the Seller Reorganization, and
(vi)certain matters identified in due diligence. The Sellers are
not liable for any claims for indemnification arising out of or
relating to the breach of any non-Fundamental Representations
until the Losses relating to such claims exceed a deductible of
$1,500,000, and only to the extent the Losses exceed the
deductible. In addition, the Sellers are not liable for any such
Loss or series of Losses that do not exceed a mini-basket of
$50,000 (Losses below such amount will not count towards the
deductible). There is a cap
on liability for such Losses of $7,500,000. The aggregate
liability of Sellers for indemnification may not exceed the
Base Price, subject to certain other limitations on liability.
Cash or a letter of credit in the amount of $3,750,000 will be
deposited into escrow in order to secure certain of the Sellers
indemnification obligations for 12 months following Closing.
The description of the terms of the Agreement set forth herein
is qualified in its entirety by the Agreement, which is
attached hereto as Exhibit2.1 and incorporated herein by
reference.
The Agreement has been attached as an exhibit to this Current
Report solely to provide investors with information regarding
its terms and is not intended to modify or supplement any
factual disclosures about the Sellers in the Companys public
reports filed with the U.S. Securities and Exchange Commission
(the SEC). The representations, warranties and covenants
contained in the Agreement were made only for the purposes of
the Agreement, were made as of specific dates, were made solely
for the benefit of the parties to the Agreement and may not
have been intended to be statements of fact but, rather, as a
method of allocating risk and governing the contractual rights
and relationships among the parties to the Agreement. In
addition, such representations, warranties and covenants may
have been qualified by certain disclosures not reflected in the
text of the Agreement and may apply standards of materiality
and other qualifications and limitations in a way that is
different from what may be viewed as material by the Companys
stockholders. None of the Companys stockholders or any other
third parties should rely on the representations, warranties
and covenants or any descriptions thereof as characterizations
of the actual state of facts or conditions of the Sellers, the
Claims Group or any of their respective subsidiaries or
affiliates. The Agreement and this summary are not intended to
modify or supplement any factual disclosures about the Company,
and should not be relied upon as disclosure about the Company
without consideration of the periodic and current reports and
statements that the Company files with the Securities and
Exchange Commission. Factual disclosures about the Company
contained in public reports filed with the SEC may supplement,
update or modify the factual disclosures contained in the
Agreement.
Item2.02 Results of Operations and Financial
Condition.
On December20, 2016, the Company issued a press release
relating the Agreement and containing certain historical
financial information regarding the Claims Group. A copy of the
press release is being furnished as Exhibit99.1 to this Report.
Item 7.01 Regulation FD Disclosure
On December20, 2016, the Company issued a press release
relating the Agreement and containing certain historical
financial information regarding the Claims Group. A copy of the
press release is being furnished as Exhibit99.1 to this Report.
Forward-Looking Statements
Certain statements contained in this Current Report may be
considered forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, and it is our
intent that any such statements be protected by the safe harbor
created thereby. Except for historical information, the matters
set forth herein including, but not limited to, any projections
of revenues, earnings or other financial items; any statements
concerning our plans, strategies and objectives for future
operations; and any statements regarding future economic
conditions or performance, are forward-looking statements.
These forward-looking statements are based on our current
expectations, estimates and assumptions and are subject to
certain risks and uncertainties. Although we believe that the
expectations, estimates and assumptions reflected in our
forward-looking statements are reasonable, actual results could
differ materially from those projected or assumed in any of our
forward-looking statements. Important factors that could cause
our actual results to differ materially from estimates or
projections contained in our forward-looking statements include
the possibility that various closing conditions for the sale of
the Claims Group may not be satisfied or waived, that there may
be adverse effects or disruption from the sale that negatively
impact Hills remaining business or other risks as well as the
other factors which are set forth in the Risk Factors section
and elsewhere in the reports we have filed with the Securities
and Exchange Commission, including that unfavorable global
economic conditions may adversely impact our business, our
backlog may not be fully realized
as revenue and our expenses may be higher than anticipated. We
do not intend, and undertake no obligation, to update any
forward-looking statement, except as required by law.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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ExhibitNumber |
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Description |
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2.1 |
Stock Purchase Agreement, dated December20, 2016 among |
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99.1 |
Press Release, dated December20, 2016. |
About HILL INTERNATIONAL, INC. (NYSE:HIL)
Hill International, Inc. (Hill) is a professional services firm. The Company provides program management, project management, construction management, construction claims and other consulting services primarily to the buildings, transportation, environmental, energy and industrial markets. The Company operates in two segments: Project Management Group and Construction Claims Group. The Project Management Group is engaged in providing fee-based or agency construction management services. The segment provides construction and project management services to construction owners across the world. The Construction Claims Group is engaged in advising clients in order to assist them in preventing or resolving claims and disputes based upon schedule delays, cost overruns and other problems on construction projects. The Company’s clients consist primarily of the United States and other national governments, state and local governments, and the private sector. HILL INTERNATIONAL, INC. (NYSE:HIL) Recent Trading Information
HILL INTERNATIONAL, INC. (NYSE:HIL) closed its last trading session up +0.45 at 4.10 with 1,429,170 shares trading hands.