UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01 | Other Events |
On April 1, 2021, Heidrick & Struggles International, Inc., a Delaware corporation (“Heidrick”), Business Talent Group, LLC, a California limited liability company (“BTG”), Prime Blocker Corp., a Delaware corporation and wholly-owned subsidiary of Heidrick (“Parent”), Prime Merger Sub, LLC, a California limited liability company and a wholly-owned subsidiary of Parent (“Merger Sub”) and Fortis Advisors LLC, a Delaware limited liability company, entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into BTG (the “Merger,” together with the other transactions related thereto, the “Proposed Transactions”), with BTG surviving the Merger as a wholly-owned subsidiary of Parent and an indirect wholly-owned subsidiary of Heidrick. The Proposed Transactions closed substantially simultaneously with the signing of the Merger Agreement.
BTG is a market-leader in sourcing high-end, on-demand independent talent. As previously disclosed, on January 15, 2019, Heidrick announced an exclusive collaboration with BTG and has been offering Heidrick’s clients access to BTG’s pool of top independent business professionals for specialized, project-based work since such date.
A copy of Heidrick’s press release announcing the completion of the Proposed Transactions is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
The following exhibits are being furnished as part of this Report on Form 8-K:
| Exhibit |
Description | |
| 99.1 | Heidrick & Struggles International, Inc. Press Release dated April 6, 2021 | |
| 104 | Inline XBRL for the cover page of this Current Report on Form 8-K | |
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.
| HEIDRICK & STRUGGLES INTERNATIONAL, INC. (Registrant) | ||||||
| Date: April 6, 2021 | By: | /s/ Kamau A. Coar | ||||
| Name: | Kamau A. Coar | |||||
| Title: | General Counsel | |||||