U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report: June 30,
2009
HILL
INTERNATIONAL, INC.
(Exact
name of issuer as specified in its charter)
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Delaware
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001-33961
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20-0953973
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(State
or Other Jurisdiction of
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(Commission
File
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(IRS
Employer
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Incorporation
or Organization)
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Number)
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Identification
No.)
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303
Lippincott Centre, Marlton, New Jersey 08053
(Address
and Zip Code of Principal Executive Offices)
(856)
810-6200
(Registrant’s
Telephone Number)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Explanatory
Note
On July
7, 2009, we filed a Current Report on Form 8-K (the “July 7 Report”) disclosing
our entry into a new credit facility. We are filing this amendment to
the July 7 Report in order to correct an error we made in disclosing the total
amount of outstanding borrowings under that new facility.
The
following Item 1.01 amends and replaces Item 1.01 contained in the July 7
Report:
Item
1.01 Entry into a Material Definitive
Agreement.
On June
30, 2009, we replaced the $60,000,000 credit facility that we entered into in
2008 with Bank of America, N.A. with a new credit facility providing us with the
ability to borrow up to $100,000,000.
Our new
credit facility has been made available to us pursuant to the terms of a new
credit agreement dated as of June 30, 2009 that we entered into with Bank of
America, N.A., Capital One, N.A., The Private Bank and Trust Company, and PNC
Bank N.A. (the “Credit Agreement”).
The
Credit Agreement provides, among other things, that, during the three year
period ending on June 30, 2012, we may borrow up to $100,000,000 on a revolving
basis, and provides for a letter of credit sub-facility of up to $30,000,000.
Our obligations under the Credit Agreement are secured by all of our assets,
including, without limitation, our accounts receivable, equipment, securities,
financial assets and the proceeds of the foregoing, as well as by a pledge of
65% of the outstanding capital stock of our wholly owned subsidiary Hill
International S.A.
The
Credit Agreement provides for “Base Rate” loans and Eurodollar Rate”
loans. Eurodollar Rate loans will bear interest at a rate per annum
equal to the British Bankers Association LIBOR Rate plus an “Applicable Rate”
which may vary between 2.75% and 3.50% depending on our “Consolidated Leverage
Ratio” at the time of the borrowing. Base Rate loans will bear
interest at a fluctuating rate per annum equal to sum of (a) the highest of (i)
the Federal Funds Rate plus 1/2 of 1%, (ii)
the rate of interest in effect for such day as publicly announced from time to
time by Bank of America as its “prime rate” and (iii) the Eurodollar Rate plus
1.00%, plus (b) an Applicable Rate which may vary between 1.75% and 2.50%
depending on our Consolidated Leverage Ratio at the time of the
borrowing.
The
Credit Agreement contains covenants with which we must comply regarding our
consolidated net worth, consolidated leverage ratio, consolidated fixed charge
coverage ratio and the ratio of our consolidated billed and unbilled accounts
receivable to consolidated senior indebtedness, as well as other covenants and
certain restrictions on the incurrence of debt, on the making of investments, on
the payment of dividends, on transactions with affiliates and other affirmative
and negative covenants and events of default customary for facilities of its
type.
As of the date of this Report, there
was $32,200,000 in outstanding borrowings under the Credit Agreement; and
outstanding letters of credit in the aggregate amount of $6,863,000 had been
issued under the Credit Agreement which reduced availability thereunder by the
same amount.
Item
9.01 Financial Statements and
Exhibits
The
following financial statements, pro forma financial information and exhibits
have been filed as part of this Amendment to the July 7 Report:
(a) Financial
statements of businesses acquired — none
(b) Pro
forma financial information — none
(c) Exhibits —
none
Signature
Pursuant
to the requirements of the Exchange Act, the registrant has duly caused this
report amendment to be signed on its behalf by the undersigned hereunto duly
authorized.
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Hill International,
Inc. |
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Dated:
July 9, 2009
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By:
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/s/ John
Fanelli III |
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John
Fanelli III, Senior Vice President
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and
Chief (Principal) Financial Officer
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