Hill International Inc. (HIL): Bulldog Investors Settles Lawsuit, Has 3 Nominees Elected to Board

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Back in August, Phillip Goldstein, Andrew Dakos and Steven Samuels Bulldog Investors, a large shareholder of Hill International Inc. (NYSE:HIL), sued the company because of the last-minute cancellation of its annual meeting of shareholders. The fund argued in the lawsuit that the company called off the meeting in order to stop its defeat in an election that should have replaced three Directors of its Board.
A newly-amended 13D filing with the SEC revealed that Bulldog Investors, which holds 3.95 million shares of Hill International, accounting for 7.64% of the float, has signed a Settlement Agreement and Mutual Release with the company to resolve the lawsuit. Upon this agreement, Hill International’s Board of Directors will be expanded to ten members, and Messrs. Evans, Gillman, and Sgro, Bulldog Investors’ nominees, will be considered to have been elected by the stockholders on August 11, 2016. Over time, the Board’s size will also be reduced to seven members, and Adam L. Eiseman will resign from the Board upon the execution of the agreement. In the next two years, Hill International will not purchase any enterprises or operating assets in excess of $5.00 million without having the permission of all but one of the company’s Directors.
It was also stated in the agreement that a day after the execution of the Agreement, Bulldog Investors must file a Stipulation and Proposed Order with the Chancery Court of the State of Delaware, upon which Hill International shall pay to the fund $240,000 for proxy expenses of the shareholders who were included in Bulldog Investors’ proxy solicitation for the company’s 2016 annual meeting. Furthermore, three days after the Stipulation and Proposed Order reaches the Court, Hill International will cover Bulldog’s attorneys’ fees and expenses in the amount of $800,000.
This Stipulation and Proposed Order was filed on September 19. The previous lawsuit has now been dismissed with prejudice and vacated the status quo order.
Hill International is a construction consulting firm that offers its professional services in various markets, such as transportation, energy, buildings, and industrial. Over the past 12 months, the company’s stock has gained 24.73%. For the second quarter of 2016, Hill International reported earnings per share of $0.03, missing the estimates of EPS of $0.09, while its revenue of $175.6 million topped estimates of $174.5 million.

Phillip Goldstein Bulldog Investors

The number of investors in our database long Hill International (NYSE:HIL) hasn’t changed in recent months, as at the end of June, nine investors were bullish on the stock, same as at the end of March. Among them were Jim Simons’ Renaissance Technologies, which held a position valued at $1.65 million, Peter Algert and Kevin Coldiron’s Algert Coldiron Investors, with a position worth around $827,000, Gavin Saitowitz and Cisco J. Del Valle’s Springbok Capital, and Ken Fisher’s Fisher Asset Management.

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You can access the original SEC filing by clicking here.

Ownership Summary Table

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
BULLDOG INVESTORS 2,074,631 1,874,807 2,074,631 1,874,807 3,949,438 7.64%
FULL VALUE PARTNERS 716,946 0 716,946 0 716,946 1.39%
ANDREW DAKOS 2,074,631 1,874,807 2,074,631 1,874,807 3,949,438 7.64%
PHILLIP GOLDSTEIN 2,074,631 1,874,807 2,074,631 1,874,807 3,949,438 7.64%
STEVEN SAMUELS 2,074,631 1,874,807 2,074,631 1,874,807 3,949,438 7.64%
CRESCENDO PARTNERS II 2,549,374 0 2,549,374 0 2,549,374 4.9%
CRESCENDO INVESTMENTS II 2,549,374 0 2,549,374 0 2,549,374 4.9%
CRESCENDO PARTNERS III 247,678 0 247,678 0 247,678 Less than 1%
CRESCENDO INVESTMENTS III 247,678 0 247,678 0 247,678 Less than 1%
CRESCENDO ADVISORS II 2,797,052 0 2,797,052 0 2,797,052 5.4%
JAMARANT CAPITAL 77,264 0 77,264 0 77,264 Less than 1%
JAMARANT INVESTORS 77,264 0 77,264 0 77,264 Less than 1%
JAMARANT ADVISORS 77,264 0 77,264 0 77,264 Less than 1%
ERIC ROSENFELD 2,825,549 0 2,825,549 0 2,825,549 5.5%
GREGORY R. MONAHAN 13,000 77,264 13,000 77,264 90,264 Less than 1%
DAVID SGRO 15,500 77,264 15,500 77,264 92,764 Less than 1%
PAUL EVANS 0 0 0 0 0 0%
CHARLES GILLMAN 0 0 0 0 0 0%

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Page 1 of 24 – SEC Filing

Washington, D.C. 20549
(Rule 13d-101)
§ 240.13d-2(a)
(Amendment No. 4)1
(Name of Issuer)
Common stock, $.0001 par value
(Title of Class of Securities)
(CUSIP Number)
Park 80 West – Plaza Two
250 Pehle Ave., Suite 708
Saddle Brook, NJ 07663
(914) 747-5262
777 Third Avenue, 37th Floor
New York, NY 10017
(212) 319-7676
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)
September 20, 2016
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.
Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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