공시 • Dec 10
A consortium led by Advent International, L.P. and Corvex Management LP completed the acquisition of Heidrick & Struggles International, Inc. (NasdaqGS:HSII) from group of shareholders.
A consortium led by Advent International, L.P. and Corvex Management LP entered into a definitive agreement to acquire Heidrick & Struggles International, Inc. (NasdaqGS:HSII) from group of shareholders for $1.3 billion on October 5, 2025. A cash consideration valued at $59 per share will be paid by Advent International, L.P. and Corvex Management LP. The new investor consortium will include significant investment from many Heidrick leaders. Upon closing of the transaction, Heidrick will be a private company, and its common stock will no longer be listed nor traded on the Nasdaq stock market or any public exchange. Following the close of the transaction, Heidrick & Struggles International will continue to maintain its headquarters in Chicago, Illinois, and will continue to operate under the Heidrick & Struggles name and brand. Advent and Corvex have secured committed debt financing for the transaction from Deutsche Bank, UBS Investment Bank, and Santander. In addition to Advent and Corvex, the consortium of investors acquiring Heidrick will include a significant investment from many Heidrick leaders and several prominent family offices. As Heidrick's partners, the consortium will enable the Company to invest in the people, technologies, and innovative solutions needed to create unrivaled value for current and future clients. Heidrick will continue to be led by Chief Executive Officer Tom Monahan, President Tom Murray, and the Heidrick & Struggles International current leadership team following the conclusion of the transaction. The Merger Agreement allows for termination by either the Company or Parent under certain conditions: if the Merger isn't completed by July 5, 2026, if a prohibitive order becomes final, or if stockholder approval isn't obtained. Parent can terminate if the Board changes its recommendation, and the Heidrick & Struggles International can terminate to pursue a Superior Proposal before stockholder approval. Mutual consent can also terminate the agreement. If terminated under specific conditions, Heidrick & Struggles International must pay Parent a $38.9 million termination fee. The transaction was funded through a combination of committed debt financing and equity commitments.( equity financing of $1.35 billion, revolving term loan facility of $150 million and $550 million first lien term loan facility)
The transaction, which was unanimously approved by the Heidrick Board of Directors and subject to the approval of the Company's stockholders and the satisfaction of required regulatory approvals, the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and and approval from Secretary of State of the State of Delaware. The transaction is expected to close by the first quarter of 2026.
BofA Securities, Inc. act as fairness opinion provider, financial advisor and will receive a fee of $2 million for opinion rendered and $15.6 million as advisory fee, Eduardo Gallardo, Andrew Goodman, Ziemowit Smulkowski and Brad Ritter of Paul Hastings LLP act as legal advisor for Heidrick & Struggles International, Inc. William Blair & Company, L.L.C., Deutsche Bank Securities Inc, UBS Investment Bank act as financial advisor, Robert Sevalrud, Sachin Kohli, Michael J. Aiello, Ramona Y. Nee, Mark Taylor, Xander Tabloff, Chris Thomas, Carla A. R. Hine, Brianne Kucerik, Michael Moiseyev, Timothy C. Welch, Shawn B. Cooley, Jannelle Marie Seales, Olivia J. Greer, Phillip D. Grudzina, Dennis F. Adams III, Paul J. Overmyer, Jennifer Haydel Britz, Amanda Rotkel and Noah Beck of Weil, Gotshal & Manges LLP act as legal advisor for Advent International, L.P. and Corvex Management LP. Christian Westra and Matt Richards, Tom Fraser, Adam Greenwood, Ruchit Patel, Merry Sheehan of Ropes & Gray LLP act as legal advisor for Advent International, L.P. Alliance Advisors, LLC acted as proxy solicitor to Heidrick & Struggles International and will receive a fee of $0.021 million. Computershare Trust Company, National Association acted as tranfer agent to Alliance Advisors, LLC.
A consortium led by Advent International, L.P. and Corvex Management LP completed the acquisition of Heidrick & Struggles International, Inc. (NasdaqGS:HSII) from group of shareholders on December 10, 2025.