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Saddle Brook, NJ 07663
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Hill International Inc.
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Bulldog Investors, LLC, 250 Pehle Avenue, Suite 708 Saddle Brook, NJ 07663
(201) 881-7100 // pgoldstein@bulldoginvestors.com
July 28, 2016
Bryan W. Clymer
Lead Independent Director
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103
Dear Mr. Clymer:
We are writing to advise you and the Board of Directors of certain
misleading and outright false statements in communications that David
Richter has recently disseminated to stockholders in an unscrupulous
effort to win the proxy contest. We urge the Board to take seriously its
responsibility to hold management to the highest ethical standards by amending
Hill's public disclosures to correct the following misrepresentations:
. In comparing Hill to its peers, Hill's stock price appreciation is
overstated by 183 basis points, or 15% (page 12 of Hill's July 2016
Investor Presentation) ("the Presentation").
. The "comparable companies" Mr. Richter identified are cherry picked
to make Hill's relative performance appear much better than it is
(pages 12, 13, 14, 24, 25 and 26 of the Presentation). These cherry
picked peers are not reflective of Hill's business and are much
different than those that Hill presented in its Form 10k. Specifically,
two of the five "comparable companies" in the Presentation do not
appear among the group of nine comparable companies formerly identified
by Hill. In fact, six comparable companies identified in its Form 10K
are simply missing. Not surprisingly, the alleged outperformance by
Hill completely disappears if the standard set of comps are used.
Further, the two companies Mr. Richter added (STRL and CDI) have the
lowest EBITDA margins in the group and both saw stock price declines
over the period used in the Presentation.
. Mr. Richter touted Hill's superior operating performance by comparing
its EBITDA margins to those of a set of construction companies rather
than the consulting companies used by Hill's comp committee, which is
downright dishonest since Hill is a consulting company. For the record,
the average public consulting company has an EBITDA margin that is
more than double that of Hill.
. Mr. Richter made a number of false and misleading statements about our
board nominees (page 36 of the Presentation):
. Mr. Richter falsely stated that David Sgro currently sits on two
public boards. He actually sits on four public company boards (it
was five at the time the Presentation was issued) and has served
on ten public company boards in his career and acted as Audit
Committee Chairman for four of them. Mr. Richter identified the
only two companies that have had subpar performance.
. Mr. Richter criticized Charles Gillman's public company board
experience with companies that are smaller than Hill. Yet, he
failed to note that none of the Board's nominees appear to have
had any board experience whatsoever prior to being appointed to
Hill's Board of Directors.
. Mr. Richter misleadingly says only that Mr. Evans is unemployed
as if to imply that he is destitute. He ignored the fact that
until recently, Mr. Evans was the Vice-President, CFO, and
Treasurer of a construction company with over $1 billion in
revenue and a market cap double that of Hill. He left with a
generous severance package and agreed that he would not work for
a competitor for a period of time.
. Mr. Richter boasts that one analyst's stock price target is $5.00
(page 27 of the July 2016 Investor Presentation), but fails to note
that the Board immediately dismissed as inadequate a buyout offer
made in early 2015 for at least $5.50. He also fails to note that
Hill's stock price is significantly below its price of one year ago
when he stated: "We are confident that Hill's current strategic plan
combined with our strong growth outlook and aggressive cost
optimization program will deliver both near- and long-term value to
our stockholders."
These sorts of falsehoods and misrepresentations explain why so many of
Hill's owners have told us that they feel disenfranchised. We call on the Board
to show that such duplicity is unacceptable by promptly setting the record
straight.
Sincerely yours,
/s/ Phillip Goldstein
Phillip Goldstein
Member
Bulldog Investors, LLC