Global Infrastructure Solutions Inc. (GISI) entered into an agreement to acquire Hill International, Inc. (NYSE:HIL) from a group of shareholders for approximately $170 million on August 16, 2022. Under the terms of the merger agreement, Global Infrastructure Solutions Inc. (GISI) will commence an all-cash tender offer to acquire 100% of the issued and outstanding shares of Hill for $2.85 per share in cash. On August 26, 2022, Global Infrastructure Solutions amended and restated Merger Agreement under the terms of which the per share price is $3.4 for approximately $210 million, the transaction remains all-cash, and there is no financing contingency. It is currently anticipated that GISI will finance the acquisition of Hill Common Stock in the Merger through cash on hand. Following the successful completion of the tender offer, GISI will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Upon completion of the transaction, Hill's shares will no longer trade on the New York Stock Exchange, and Hill will be privately held company under the banner of GISI. Under specified circumstances, Hill International will be required to pay Global Infrastructure a termination fee of $8.4 million. Hill International Chief Executive Officer, Raouf Ghali and the entire Hill team will be joining Global Infrastructure Solutions Inc.

Closing of the transaction is subject to satisfaction of certain conditions, including the tender of shares representing at least a majority of the total number of Hill's outstanding shares, expiration or termination of any waiting periods applicable to the consummation of the Transactions under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the receipt of consent or authorization under certain foreign antitrust laws, regulatory review and other customary conditions. The transaction is also subject to the receipt of the affirmative vote of the holders of a majority of the outstanding shares of Hill International. Closing of the transaction is not subject to a financing condition. The merger agreement contemplates that the parties may elect to effectuate the transaction as a one-step merger, in which case Hill would seek stockholder approval of the transaction, instead of as a tender offer followed by a second-step merger. Engine Capital, which holds approximately 10% of the common shares outstanding, has agreed to tender their shares in the offering. Supporting Stockholders, who are the record and/or beneficial owners of 5,799,621 shares of Hill Common Stock have entered into the New Support Agreement with GISI. The transaction has been unanimously approved by Hill's Board of Directors and was also approved by the Board of Directors of GISI. Global Infrastructure board of directors have also approved the transaction. HIL Board formed a special committee to review transaction and appointed David Sgro, Arnaud Ajdler and Grant McCullough as members. On August 26, 2022, the board of directors of Hill International unanimously approved the amended agreement. As of November 2, 2022, the transaction was approved by Hill shareholders at its special meeting of stockholders. The transaction is expected to close in the fourth quarter of 2022.

Houlihan Lokey Capital, Inc. acted as financial advisor and fairness opinion provider and Darrick M. Mix, Peter Visalli and Justin A. Santarosa of Duane Morris LLP acted as legal advisor to Hill International. UBS Securities LLC acted as financial advisor and John-Paul Motley and Steven Tonsfeldt of Cooley LLP acted as legal advisor to GISI. HIL has engaged MacKenzie Partners, Inc. to assist in the solicitation of proxies for the special meeting and will pay MacKenzie a fee of approximately $15,000, plus reimbursement of out-of-pocket expenses. Houlihan Lokey is entitled to an aggregate fee of $3.275 million for its services, a substantial portion of which is contingent upon consummation of the merger, and a portion of which became payable upon the delivery of Houlihan Lokey's opinion.

Global Infrastructure Solutions Inc. (GISI) completed the acquisition of Hill International, Inc. (NYSE:HIL) from a group of shareholders on December 27, 2022. In connection with the closing of the Merger, Hill International notified the New York Stock Exchange (the “ NYSE ”) of the consummation of the Merger and requested that (i) trading of Common Stock be suspended prior to the opening of trading on the Closing Date and that (ii) the NYSE file with the SEC a notification of removal from listing. Hill International will continue to serve its customers under the Hill International brand as part of GISI's Engineering & Consulting Services platform, along with sister companies The LiRo Group, GEI Consultants, J. Roger Preston Limited (JRP), and Asia Infrastructure Solutions. David Sgro, Raouf S. Ghali, Paul J. Evans, Grant G. McCullagh, James B. Renacci and Sue Steele voluntarily resigned from the board of directors of Hill International. The transaction cleared final regulatory reviews.