DC Capital Letter to Hill International

ALEXANDRIA, Va.--()--June 4th, 2015

Mr. David L. Richter
President and Chief Executive Officer
Hill International, Inc.
One Commerce Square
2005 Market Street, 17th Floor
Philadelphia, PA 19103

Dear David:

Thank you and the Hill International, Inc. (“Hill” or the “Company”) Board of Directors for your response to our proposal. Over the course of the last several weeks, we have spent additional time with our financing sources and have received two letters from reputable investment banks confirming they are highly confident that they would be able to provide financing for our proposed acquisition of Hill. One of these financing sources previously provided the underwritten bridge financing for one of our acquisitions.

You and the Board have an obligation to Hill’s shareholders to give our proposal serious attention. At least one other major shareholder also believes that it is your obligation to the shareholders to hire a financial advisor and explore the Company’s strategic alternatives. Institutional Shareholder Services, a leading independent proxy advisory firm, has backed the proposal made by that shareholder to add their designees to Hill’s Board. We believe it is in the best interest of all constituents, including Hill’s shareholders, to follow these recommendations.

DC Capital is a serious suitor and our proposal warrants more than an overnight review from the Board. You and I have now met on three occasions to discuss a potential transaction and you are well aware of our firm’s intentions, experience, and reputation, in addition to our track record of successfully completing transactions such as this.

You have consistently maintained that management and management shareholders do not want to sell the Company, but your and the Board’s fiduciary duty extends to the remaining 75% majority of shareholders who may have a different perspective.

As we have indicated, we want to proceed on a consensual basis. Our initial proposal which represented a 40.7% premium to the closing share price on May 1st, 2015 was intended to establish a floor price for discussion prior to gaining access to Company information, which would be subject to a customary confidentiality agreement.

We are prepared to move forward expeditiously with our initial proposal and are available to meet at your request and convenience.

Thank you for your consideration.


Thomas J. Campbell
President, DC Capital Partners, LLC
Chairman, Michael Baker International, LLC


DC Capital Partners, LLC
Douglas T. Lake Jr.
Office: 202-737-5223