HILL INTERNATIONAL, INC. Item 8.01 Other Events.
SUPPLEMENTAL DISCLOSURE TO DEFINITIVE PROXY STATEMENT
The following supplemental information should be read in conjunction with the
Definitive Proxy Statement, which should be read in its entirety. To the extent
that information in this supplement differs from or updates information
contained in the Definitive Proxy Statement, the information in this supplement
shall supersede the information in the Definitive Proxy Statement. All
page references are to pages of the Definitive Proxy Statement, and all terms
used below, unless otherwise defined, shall have the meanings set forth inthe Definitive Proxy Statement.
The following disclosure is added after the first full paragraph on page 8: OnOctober 19, 2022 , an additional lawsuit captionedBrian Dixon v.Hill International, Inc. et al., Case No. 1:22-cv-01374, was filed in theUnited States District Court for the District of Delaware , and onOctober 21, 2022 , another lawsuit captionedSean Riley v.Hill International, Inc. et al., Case No. 1:22-cv-08983, was filed in theUnited States District Court for the Southern District of New York (the "Additional Complaints"). The Additional Complaints contain substantially similar allegations and claims for relief as the Stein Complaint. The Company and the Company Board believe that the claims asserted in the Additional Complaints are without merit.
The following disclosure is added as the last sentence in the second full paragraph on page 22:
The confidentiality agreement contained a standstill provision and a customary "don't ask/don't waive" provision prohibiting GISI from requesting that the Company amend or waive the standstill provisions. All executed confidentiality agreements with other potential acquirers contained similar "don't ask, don't waive" provisions and none of such confidentiality agreements prohibited the making of any confidential, non-public proposals to the Company Board for a potential transaction with the Company.
The following disclosure is added as the last sentence in the last full paragraph on page 35:
To Hill's knowledge, during the negotiations between Hill and GISI, no commitments were made for continued employment of any member of Hill executive management.
The following disclosure is added after the third sentence in the last paragraph on page 35:
Representatives of Houlihan Lokey disclosed to the Company Board that Houlihan Lokey has provided valuation services to GISI in the past, that the members of the team advising the Company in connection with the merger were not involved in the delivery of such services to GISI, and that Houlihan Lokey was not representing GISI in connection with the merger.
The following disclosure replaces in its entirety the table on page 43: under "Selected Companies Analysis":
Enterprise Value Enterprise Value Enterprise Value
Company LTM 2022E 2023E
AECOM 13.2 x 13.0 x 12.0 x
Bureau Veritas SA 14.1 x 11.7 x 11.0 x
Fluor Corporation 9.1 x 7.1 x 6.7 x
Jacobs Engineering Group Inc. 14.2 x 14.4 x 13.1 x
KBR, Inc. 15.1 x 13.5 x 11.7 x
NV5 Global, Inc. 18.7 x 16.1 x 15.1 x
RPS Group plc1 14.9 x 11.4 x 10.8 x
SNC-Lavalin Group Inc. 17.9 x 10.7 x 8.9 x
Stantec Inc. 18.2 x 12.2 x 11.2 x
Worley Limited 13.1 x 12.2 x 10.9 x
WSP Global Inc. 17.9 x 13.2 x 10.8 xGranite Construction Incorporated 11.8 x
7.6 x 5.2 x
MasTec, Inc. 12.0 x 11.6 x 8.3 x
Matrix Service Company NMF NMF 4.9 x
Primoris Services Corporation 7.6 x 6.6 x 5.4 x
Quanta Services, Inc. 17.6 x 15.5 x 14.1 x
Skanska AB 6.2 x 6.7 x 6.7 x
Sterling Infrastructure, Inc. 6.7 x 6.0 x 5.6 x
Tutor Perini Corporation NMF NMF 3.5 x
2
The following disclosure replaces in its entirety the table on page 44: under "Selected Transactions Analysis":
Transaction
Value/ LTM
Date Adjusted
Announced Target Acquiror EBITDA
8/8/2022 RPS Group plc WSP Global Inc. 14.7 x
7/25/2022 Infrastructure and MasTec, Inc.
Energy
Alternatives, Inc. 9.1 x
6/27/2022 PLH Group, Inc. Primoris Services
Corporation 8.7 x
12/20/2021 Henkels & McCoy MasTec, Inc.
Group, Inc. 8.6 x
11/7/2019 Quantum Spatial, Inc. NV5 Global, Inc. 13.7 x
9/3/2019 APi Group Inc. J2 Acquisition Limited 7.8 x
10/21/2018 Energy, Chemicals and WorleyParsons Ltd.
Resources
Business of Jacobs
Engineering 11.3 x
7/30/2018 Berger Group WSP Global Inc.
Holdings, Inc. 8.9 x
3/28/2018 Willbros Group, Inc. Primoris Services
Corporation NMF
2/14/2018 Layne Christensen Granite Construction
Company Incorporated 14.5 x
12/18/2017 Chicago Bridge & Iron McDermott
Company International, Inc. NMF
8/2/2017 CH2M HILL Jacobs Engineering Group
Companies, Ltd. Inc. 10.0 x
4/3/2017 WS Atkins plc (nka:WS SNC-Lavalin Group Inc.
Atkins Limited) 10.2 x
3/31/2017 TRC Companies, Inc. New Mountain Capital,
LLC;
New Mountain Partners
IV, L.P. 13.0 x
3/13/2017 Amec Foster Wheeler plc John Wood Group PLC 9.6 x
2/28/2017 Capital Services Veritas Capital
division of CB&I 8.3 x
5/23/2016 Wyle Inc. KBR Holdings, LLC 8.5 x
3/29/2016 MWH Global, Inc. Stantec Inc. 9.5 x
3
The following disclosure replaces in its entirety the tables on page 47:
The following table sets forth the estimated amounts of the Net Income, EBITDA and Adjusted EBITDA for the Company for the fiscal year endingDecember 31, 2022 (amounts may reflect rounding): ($ millions) 2022E Operating Profit 19.6 Foreign Exchange - Other (Income) Expense 0.4 Interest Expense 5.0 Income Tax 7.0 Net Income 7.2 Interest Expense & Income Tax 12.0 Depreciation & Amortization 2.5 EBITDA 21.7 Unrealized Foreign Exchange - Stock Compensation 2.2 Brazil - South Africa Claims Group Tax 0.08 Libya Collection - Other 0.02 Adjusted EBITDA 24.0 4 The following table sets forth the estimated amounts of the Operating Profit, EBITDA and the Adjusted EBITDA, by region and on a consolidated basis, for the Company for the 2023 and 2024 fiscal years (amounts may reflect rounding): 2023E ($ millions) Africa APAC Europe Middle East Americas Corp Hill Intl Operating Profit 11.0 3.2 13.0 11.5 44.0 - 82.8 Back office SG&A (0.7 ) (0.5 ) (4.5 ) (3.5 ) (10.1 ) (37.9 ) (57.1 ) EBIT 10.3 2.7 8.6 8.1 33.9 (37.9 ) 25.7 Depreciation 0.1 0.1 0.3 0.3 0.5 1.5 2.8 EBITDA 10.4 2.8 8.8 8.4 34.5 (36.4 ) 28.5 Stock Comp 0.0 - 0.1 0.2 0.2 1.7 2.3 Unrealized FX - - - - - - - Other Adjustments - - - - - (0.4 ) (0.4 ) Adjusted EBITDA 10.4 2.8 8.9 8.6 34.7 (35.1 ) 30.4 2024E ($ millions) Africa APAC Europe Middle East Americas Corp Hill Intl Operating Profit 12.7 3.5 16.3 14.2 50.6 - 97.3 Back office SG&A (0.7 ) (0.5 ) (4.7 ) (3.6 ) (10.6 ) (39.8 ) (59.9 ) EBIT 12.0 3.1 11.6 10.5 40.0 (39.8 ) 37.4 Depreciation 0.1 0.1 0.3 0.3 0.6 1.6 3.1 EBITDA 12.1 3.1 11.9 10.9 40.6 (38.1 ) 40.5 Stock Comp 0.0 - 0.1 0.2 0.2 1.8 2.4 Unrealized FX - - - - - - - Other Adjustments - - - - - (0.4 ) (0.4 ) Adjusted EBITDA 12.1 3.1 12.0 11.1 40.8 (36.7 ) 42.5 Company Unlevered Free Cash Flow Projected Fiscal Year Ending December 31, ($ millions) 2022E 2023E 2024E Terminal Year Unlevered Free Cash Flow 4.2 14.6 20.5 26.8
The following disclosure is added after the first full paragraph on page 53:
OnOctober 19, 2022 , an additional lawsuit captionedBrian Dixon v.Hill International, Inc. et al., Case No. 1:22-cv-01374, was filed in theUnited States District Court for the District of Delaware , and onOctober 21, 2022 , another lawsuit captionedSean Riley v.Hill International, Inc. et al., Case No. 1:22-cv-08983, was filed in theUnited States District Court for the Southern District of New York (the "Additional Complaints"). The Additional Complaints contain substantially similar allegations and claims for relief as the Stein Complaint. The Company and the Company Board believe that the claims asserted in the Additional Complaints are without merit. 5
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