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 in the Definitive Proxy Statement.
The following disclosure is added after the first full paragraph
on page 8:
On October 19, 2022, an additional lawsuit captioned Brian Dixon
v. Hill International, Inc. et al., Case No. 1:22-cv-01374, was filed in the United States District Court for the District of Delaware,
and on October 21, 2022, another lawsuit captioned Sean Riley v. Hill International, Inc. et al., Case No. 1:22-cv-08983, was filed
in the United 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”:
Company | |
Enterprise Value
LTM | | |
Enterprise Value
2022E | | |
Enterprise Value
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 | x |
Granite 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 |
The following disclosure replaces in its entirety the table on
page 44: under “Selected Transactions Analysis”:
Date Announced | |
Target | |
Acquiror | |
Transaction Value/
LTM Adjusted EBITDA | |
8/8/2022 | |
RPS Group plc | |
WSP Global Inc. | |
| 14.7 | x |
7/25/2022 | |
Infrastructure and Energy Alternatives, Inc. | |
MasTec, Inc. | |
| 9.1 | x |
6/27/2022 | |
PLH Group, Inc. | |
Primoris Services Corporation | |
| 8.7 | x |
12/20/2021 | |
Henkels & McCoy Group, Inc. | |
MasTec, 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 Resources Business of Jacobs Engineering | |
WorleyParsons Ltd. | |
| 11.3 | x |
7/30/2018 | |
Berger Group Holdings, Inc. | |
WSP Global Inc. | |
| 8.9 | x |
3/28/2018 | |
Willbros Group, Inc. | |
Primoris Services Corporation | |
| NMF | |
2/14/2018 | |
Layne Christensen Company | |
Granite Construction Incorporated | |
| 14.5 | x |
12/18/2017 | |
Chicago Bridge & Iron Company | |
McDermott International, Inc. | |
| NMF | |
8/2/2017 | |
CH2M HILL Companies, Ltd. | |
Jacobs Engineering Group Inc. | |
| 10.0 | x |
4/3/2017 | |
WS Atkins plc (nka:WS Atkins Limited) | |
SNC-Lavalin Group Inc. | |
| 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 division of CB&I | |
Veritas Capital | |
| 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 |
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 ending December 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 | |
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:
On October 19, 2022, an additional lawsuit captioned Brian Dixon
v. Hill International, Inc. et al., Case No. 1:22-cv-01374, was filed in the United States District Court for the District of Delaware,
and on October 21, 2022, another lawsuit captioned Sean Riley v. Hill International, Inc. et al., Case No. 1:22-cv-08983, was filed
in the United 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.