Hill International, Inc.
Hill International, Inc. (Form: SC 13D, Received: 11/06/2017 17:31:49)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  ) 1

Hill International, Inc.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

431466101

(CUSIP Number)

ANDREW FREEDMAN, ESQ.

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)

 

November 1, 2017

(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 ).

 

CUSIP NO. 431466101

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         2,323,554  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          2,323,554  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        2,323,554  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        4.5%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

2

CUSIP NO. 431466101

  1   NAME OF REPORTING PERSON  
         
        ENGINE JET CAPITAL, L.P.  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        WC  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         1,553,778  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          1,553,778  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        1,553,778  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        3.0%  
  14   TYPE OF REPORTING PERSON  
         
        PN  

  

3

CUSIP NO. 431466101

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE CAPITAL MANAGEMENT, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,857,332  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,857,332  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,857,332  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

4

CUSIP NO. 431466101

 

  1   NAME OF REPORTING PERSON  
         
        ENGINE INVESTMENTS, LLC  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        DELAWARE  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,857,332  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,857,332  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,857,332  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        OO  

  

5

CUSIP NO. 431466101

 

  1   NAME OF REPORTING PERSON  
         
        ARNAUD AJDLER  
  2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐
        (b) ☐
           
  3   SEC USE ONLY    
           
           
  4   SOURCE OF FUNDS  
         
        OO  
  5   CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)     ☐
       
           
  6   CITIZENSHIP OR PLACE OF ORGANIZATION  
         
        BELGIUM  
NUMBER OF   7   SOLE VOTING POWER  
SHARES          
BENEFICIALLY         3,857,332  
OWNED BY   8   SHARED VOTING POWER  
EACH          
REPORTING         - 0 -  
PERSON WITH   9   SOLE DISPOSITIVE POWER  
         
          3,857,332  
    10   SHARED DISPOSITIVE POWER  
           
          - 0 -  
  11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
         
        3,857,332  
  12   CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES     ☐
       
           
  13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)  
         
        7.4%  
  14   TYPE OF REPORTING PERSON  
         
        IN  

  

6

CUSIP NO. 431466101

 

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).

Item 1. Security and Issuer.

This statement relates to the Common Stock, $0.0001 par value (the “Shares”), of Hill International, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is One Commerce Square, 2005 Market Street, 17 th Floor, Philadelphia, Pennsylvania 19103.

Item 2. Identity and Background.

(a)       This statement is filed by:

(i) Engine Capital, L.P., a Delaware limited partnership (“Engine Capital”), with respect to the Shares directly and beneficially owned by it;
(ii) Engine Jet Capital, L.P., a Delaware limited partnership (“Engine Jet”), with respect to the Shares directly and beneficially owned by it;
(iii) Engine Capital Management, LLC, a Delaware limited liability company (“Engine Management”), as the investment manager of each of Engine Capital and Engine Jet;
(iv) Engine Investments, LLC, a Delaware limited liability company (“Engine Investments”), as the general partner of each of Engine Capital and Engine Jet;
(v) Arnaud Ajdler, as the managing member of Engine Management and Engine Investments;

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.” Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6. Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.

(b)       The address of the principal office of each of Engine Capital, Engine Jet, Engine Management, Engine Investments, and Mr. Ajdler is 1370 Broadway, 5th Floor, New York, New York 10018.

(c)       The principal business of each of Engine Capital and Engine Jet is investing in securities. Engine Management is the investment manager of each of Engine Capital and Engine Jet. Engine Investments serves as the general partner of each of Engine Capital and Engine Jet. Mr. Ajdler serves as the managing member of each of Engine Management and Engine Investments.

(d)       No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5) years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

7

CUSIP NO. 431466101

(e)       No Reporting Person, nor any person listed on Schedule A to the Schedule 13D, annexed hereto, has, during the last five (5) years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)       Mr. Ajdler is a citizen of Belgium.

Item 3. Source and Amount of Funds or Other Consideration .

The Shares purchased by each of Engine Capital and Engine Jet were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases. The aggregate purchase price of the 2,323,554 Shares directly and beneficially owned by Engine Capital is approximately $8,942,224, including brokerage commissions. The aggregate purchase price of the 1,533,778 Shares directly and beneficially owned by Engine Jet is approximately $7,386,637 including brokerage commissions.

Item 4. Purpose of Transaction.

The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

The Issuer is currently trading at an enterprise value to revenue of approximately 0.6x and an enterprise value to normalized EBITDA (assuming an EBITDA margin of 10%) of around 6.0x. The Reporting Persons believe that peer companies trade for at least 1x revenue and 9x EBITDA implying significant upside for the Issuer’s shares. The Reporting Persons expect that this valuation gap will close as the Issuer demonstrates improved profitability and shows progress on its publicly-announced profit improvement plan. The Reporting Persons intend to continue to have discussions with the Issuer’s Board of Directors (the “Board”) regarding various opportunities to increase and maximize shareholder value.

 

No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate, including, without limitation, engaging in communications with management and the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning strategic alternatives, the calling of special meeting(s), changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.

Item 5. Interest in Securities of the Issuer.

The aggregate percentage of Shares reported owned by each person named herein is based upon 51,878,215 Shares outstanding, as of April 28, 2017, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2017.

8

CUSIP NO. 431466101

A. Engine Capital
(a) As of the close of business on November 6, 2017, Engine Capital directly owned 2,212,554 Shares.

Percentage: 4.5%

(b) 1. Sole power to vote or direct vote: 2,323,554
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,323,554
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Engine Capital during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
B. Engine Jet
(a) As of the close of business on November 6, 2017, Engine Jet directly owned 1,553,778 Shares.

Percentage: 3.0%

(b) 1. Sole power to vote or direct vote: 1,553,778
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 1,553,778
4. Shared power to dispose or direct the disposition: 0

 

(c) The transactions in the Shares by Engine Jet during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
C. Engine Management
(a) Engine Management, as the investment manager of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Management may be deemed to beneficially own 3,857,332 Shares.

Percentage: 7.4%

(b) 1. Sole power to vote or direct vote: 3,857,332
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,857,332
4. Shared power to dispose or direct the disposition: 0

 

(c) Engine Management has not entered into any transactions in the Shares during the past (60) sixty days.
D. Engine Investments
(a) Engine Investments, as the general partner of each of Engine Capital and Engine Jet, may be deemed to beneficially own the Shares owned directly by Engine Capital and Engine Jet. As of the date hereof, Engine Investments may be deemed to beneficially own 3,857,332 Shares.

Percentage: Approximately 7.4%

9

CUSIP NO. 431466101

(b) 1. Sole power to vote or direct vote: 3,857,332
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,857,332
4. Shared power to dispose or direct the disposition: 0

 

(c) Engine Investments has not entered into any transactions in the Shares during the past (60) sixty days.
E. Arnaud Ajdler
(a) Mr. Ajdler, as the managing member of Engine Management and Engine Investments, may be deemed to beneficially own the 3,857,332 Shares owned beneficially by Engine Management and Engine Investments.

Percentage: Approximately 7.4%

(b) 1. Sole power to vote or direct vote: 3,857,332
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,857,332
4. Shared power to dispose or direct the disposition: 0

 

(c) Mr. Ajdler has not entered into any transactions in the Shares during the past sixty (60) days.

Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer .

On November 6, 2017, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to securities of the Issuer, to the extent required by applicable law. A copy of the Joint Filing Agreement is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.

Item 7. Material to be Filed as Exhibits .
99.1 Joint Filing Agreement by and among Engine Capital, L.P., Engine Jet Capital, L.P., Engine Investments, LLC, Engine Capital Management, LLC, and Arnaud Ajdler, dated November 6, 2017.

10

CUSIP NO. 431466101

  

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

November 6, 2017

 

  Engine Capital, L.P.
   
 

By: Engine Investments, LLC,

       General Partner

   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Jet Capital, L.P.
   
 

By: Engine Investments, LLC,

       General Partner

   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management, LLC
   
   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments, LLC
   
   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  /s/ Arnaud Ajdler
  ARNAUD AJDLER

 

11

CUSIP NO. 431466101

SCHEDULE A

Transactions in the Shares During the Past Sixty (60) Days

 

 

Nature of Transaction

Shares of Common Stock

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase/Sale

 

ENGINE CAPITAL, L.P.

 

Purchase of Common Stock 21,289 5.02 10/25/2017
Purchase of Common Stock 157,471 5.05 10/25/2017

 

ENGINE JET CAPITAL, L.P.

 

Purchase of Common Stock 4,398 5.02 10/25/2017
Purchase of Common Stock 32,529 5.05 10/25/2017
Purchase of Common Stock 11,872 5.15 10/30/2017
Purchase of Common Stock 721,000 5.20 10/30/2017
Purchase of Common Stock 800 5.20 10/31/2017
Purchase of Common Stock 28,230 5.19 11/01/2017
Purchase of Common Stock 10,402 5.02 11/02/2017
Purchase of Common Stock 272,985 5.25 11/06/2017
Purchase of Common Stock 7,698 5.15 11/06/2017

 

Exhibit 99.1

 

Joint Filing Agreement

 

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including amendments thereto) with respect the shares of Common Stock, par value $0.0001 per share, of Hill International, Inc., a Delaware Corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

 

November 6, 2017

 

  Engine Capital, L.P.
   
 

By: Engine Investments, LLC,

       General Partner

   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Jet Capital, L.P.
   
 

By: Engine Investments, LLC,

       General Partner

   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Capital Management, LLC
   
   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  Engine Investments, LLC
   
   
  By:  /s/ Arnaud Ajdler
    Name:  Arnaud Ajdler
    Title: Managing Member

 

 

  /s/ Arnaud Ajdler
  ARNAUD AJDLER