ALEXANDRIA, Va.--(BUSINESS WIRE)--DC Capital Partners, LLC sent the following letter to Hill International, Inc. today:
Mr. David L. Richter
President and Chief Executive Officer
Hill
International, Inc.
One Commerce Square
2005 Market Street,
17th Floor
Philadelphia, PA 19103
Dear David:
Thank you for taking the time to meet with my partner, Doug Lake, and myself, to discuss strategic alternatives with our firm, DC Capital Partners, LLC (“DC Capital”), that we believe would enhance the shareholder value of Hill International, Inc. (“Hill” or the “Company”).
As a shareholder of Hill, we have been impressed with the Company’s recovery from the Libya liquidity predicament. However, we remain concerned with the Company’s disproportionate exposure to the Middle East region. Equally concerning is our belief that the Company lacks sufficient fiscal discipline to maximize shareholder value. We do not believe that a public company venue is the best environment to address these challenges.
Our belief is that the best alternative for maximizing shareholder value would be for the Hill Board of Directors to entertain a transaction in which DC Capital independently or in concert with our portfolio company, Michael Baker International, LLC (“Michael Baker”), acquires Hill at a meaningful premium to the current share price.
As you know, DC Capital is a private investment firm headquartered in the nation's capital which has extensive experience investing in Engineering, Infrastructure, and Government related businesses. We own a controlling interest in Michael Baker, a leading engineering, consulting, and technical professional services and solutions provider with global reach. Michael Baker was formerly a publicly traded New York Stock Exchange listed company that we took private in 2013. As such, we have excellent insight into both the opportunities and risks associated with Hill.
We would propose purchasing Hill in a cash purchase transaction valued at not less than $5.50 per share on a fully diluted basis. This price represents a premium of 40.7% over the stock’s closing price on May 1st, 2015. Since we have only had access to public information to date this proposal is subject to confirmatory due diligence.
We have held in depth discussions with our investment bank and would expect to have a fully executed, underwritten financing commitment prior to execution of the definitive merger agreement. The definitive merger agreement would not include a financing or due diligence condition.
We look forward to beginning discussions immediately and are willing to execute a confidentiality agreement. At this time, we are interested in a consensual transaction in which the parties enter into a short exclusivity period during which time we can finalize our confirmatory due diligence and negotiate the definitive agreements.
We believe our proposal is both compelling and in the best interest of your shareholders, employees, and all constituents. I am available to discuss this offer at your convenience and may be contacted at 202-737-5221. In advance, thank you for your consideration.
Respectfully,
Thomas J. Campbell
President, DC Capital Partners, LLC
Chairman,
Michael Baker International, LLC
