Hill International (HIL) Announces Financing, Equity Offering; Prelim. Q2 Results Top Views

Hill International (NYSE: HIL) made several announcements today.

Debt Facilities

Hill announced that it has received a commitment from Société Générale to provide a refinancing of the company's existing senior debt facilities. This transaction, which is being arranged by Société Générale's U.S. broker-dealer affiliate SG Americas Securities, LLC, will provide senior secured debt facilities to Hill in the aggregate principal amount of $165.0 million.

The debt facilities consist of a six-year term loan facility of $120.0 million and five-year revolving credit facilities totaling $45.0 million consisting of a $30.0 million U.S. dollar-denominated facility to be made available to Hill and a $15.0 million Euro-denominated facility to be made available to Hill's subsidiary Hill International N.V. The revolving credit facilities include a $35.0 million sub-limit for letters of credit with $25.0 million allocated to the U.S. revolver and $10.0 million allocated to the international revolver. The credit facilities are subject to the satisfaction of certain specified conditions and are expected to close during August 2014.

The net proceeds of the new debt facilities, together with the net proceeds of the equity offering described below, will be used to pay off and terminate Hill's existing senior credit facility with a bank group led by Bank of America, N.A. and the existing second lien term loan with funds managed by Tennenbaum Capital Partners, LLC.

More detailed information on the commitment for these debt facilities can be found in the Current Report on Form 8-K filed by Hill today with the U.S. Securities and Exchange Commission.

Equity Offering

Hill also announced the launch of a follow-on offering of 8,000,000 shares of its common stock led by KeyBanc Capital Markets Inc. as sole book-running manager. William Blair & Company, L.L.C., Houlihan Lokey Capital, Inc., Boenning & Scattergood, Inc., Sidoti & Company, LLC and SG Americas Securities, LLC are serving as co-managers in connection with the offering.

The shares of common stock to be issued in the equity offering are registered pursuant to a shelf registration statement that has been filed with and declared effective by the U.S. Securities and Exchange Commission. The equity offering may be made only by means of a prospectus supplement and the accompanying prospectus. This press release does not constitute an offer to sell or the solicitation of an offer to buy any shares of common stock or any other securities of the company.

More detailed information on the equity offering can be found in the preliminary prospectus supplement and accompanying prospectus relating to the equity offering that were filed today with the U.S. Securities and Exchange Commission and are available on its website at www.sec.gov. A copy of the preliminary prospectus supplement and accompanying prospectus related to this offering may be obtained from KeyBanc Capital Markets Inc., Attention: Equity Syndicate, 127 Public Square, 4th Floor, Cleveland, Ohio 44114 or by telephone at (800) 859-1783.

Financial and Legal Advisors

Hill has been advised on these transactions by investment bank Houlihan Lokey and by law firm Duane Morris LLP. Société Générale has been advised on the debt transaction by law firm Milbank, Tweed, Hadley & McCloy LLP. KeyBanc Capital Markets has been advised on the equity transaction by law firm Jones Day.

Preliminary Results for Second Quarter 2014

Hill has not yet completed its June 30, 2014 financial statements. However, the company announced that it currently expects the following financial results for the three months ended June 30, 2014:

*** The Street consensus is Q2 revs of $143.9 million and EPS of $0.02.

In addition, the company's total backlog at June 30, 2014 was $972 million, compared to $978 million at March 31, 2014. Twelve-month backlog at June 30, 2014 was $404 million, compared to $400 million at March 31, 2014.

EBITDA Reconciliation

The company's management believes earnings before interest, taxes, depreciation and amortization, EBITDA, in addition to operating profit, net income and other measures under United States generally accepted accounting principles, or GAAP, is a useful indicator of Hill's financial and operating performance and its ability to generate cash flows from operations that are available for taxes, capital expenditures and debt service. EBITDA is not a measure of financial performance under GAAP. Investors should recognize that EBITDA might not be comparable to similarly-titled measures of other companies. This measure should be considered in addition to, and not as a substitute for or superior to, any measure of performance prepared in accordance with GAAP. A reconciliation of EBITDA to the most directly comparable GAAP measure follows:

Because the financial statements for the three months ended June 30, 2014 have not yet been finalized, the above information regarding the period is subject to change and actual results for the period may differ materially from the preliminary results. Please see "Forward-Looking Statements" below. In addition, preliminary results for the period are not necessarily indicative of the results that may be expected for the year ending December 31, 2014 or any other future period.

The preliminary financial results included in this press release have been prepared by, and are the responsibility of, the company's management. EisnerAmper LLP has not audited, reviewed, compiled or performed any procedures with respect to the preliminary financial results. Accordingly, EisnerAmper LLP does not express an opinion or any other form of assurance with respect thereto.

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