UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): December
18, 2006
HILL
INTERNATIONAL, INC.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-50781
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20-0953973
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(State
or Other Jurisdiction
of
Incorporation)
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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303
Lippincott Centre, Marlton, NJ
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08053
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (856)
810-6200
Arpeggio
Acquisition Corporation
(Former
Name or Former Address, if Changed Since Last Report)
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):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry
Into a Material Definitive Agreement.
On
December 18, 2006, Hill International, Inc. (the “Company”) and LaSalle Bank
National Association (“LaSalle”) entered into a loan and security agreement,
which provides for up to $25 million to be made available to the Company on
a
revolving basis (the “Credit Facility”). The Credit Facility provides for a
letter of credit sub-facility of $10 million. The Credit Facility is secured
by
all of the assets of the Company, including, without limitation, its accounts
receivable, equipment, securities, financial assets and the proceeds of the
foregoing, as well as by a pledge of 66.67% of the outstanding capital stock
of
the following subsidiaries of the Company: Hill International S.A., Hill
International (UK) Ltd., Hill International (Middle East) Ltd. and James R.
Knowles (Holdings) Ltd.
The
Credit Facility is for a term extending until January 1, 2010. The Credit
Facility provides for LIBOR loans and prime rate loans, payable at such interest
rates and at such times as are provided for in the Credit Facility. The Credit
Facility contains covenants with respect to the Company’s minimum net worth,
total debt to EBITDA ratios, fixed charge coverage ratios and billed accounts
receivable to total debt ratios, as well as other financial 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. The Company is paying a fee to LaSalle that is customary for facilities
of
this type.
Item
2.03 Creation
of a Direct Financial Obligation or an Obligation under an
Off-Balance
Sheet Arrangement of a Registrant.
(a)
The
contents of Item 1.01 of this Current Report on Form 8-K are hereby incorporated
herein by reference.
Item
9.01 Financial
Statements and Exhibits.
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(a) |
Financial
statements of business acquired.
None.
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(b) |
Pro
forma financial information.
None.
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(c) |
Shell
Company Transactions.
None.
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Exhibit
Number
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Description
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10.1
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Loan
and Security Agreement dated as of December 18, 2006 by and between
Hill
International, Inc. and LaSalle Bank National Association.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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HILL
INTERNATIONAL, INC. |
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By: |
/s/
Irvin E. Richter |
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Name:
Irvin E. Richter |
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Title:
Chairman and Chief Executive Officer |