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) September 24, 2019
HEIDRICK & STRUGGLES INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 0-25837 | 36-2681268 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 233 South Wacker Drive, Suite 4900, Chicago, IL | 60606-6303 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (312) 496-1200
N/A
(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):
| ☐ | 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)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
| Common Stock, $0.01 par value | HSII | The NASDAQ Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 7.01 | Regulation FD Disclosure. |
On September 24, 2019, Heidrick & Struggles International, Inc. (the “Company”) announced the acquisition of 100% of the voting capital of 2Get Recuiramento and Seleção Ltda., 2Get Recrutamento Especializado Ltda. and 2Get Labs Consultoria em Gestão Empresarial Ltda., collectively the largest local Brazilian executive search firm, pursuant to a quota purchase agreement and other covenants, dated August 23, 2019, by and among the sellers thereto and Heidrick & Struggles Latin America, Inc., a wholly-owned subsidiary of the Company. A copy of the Company’s press release announcing the acquisition is being furnished as Exhibit 99.1 to this Report on Form 8-K and is incorporated herein by reference.
The information set forth in and incorporated into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of information under this Item 7.01 of this Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 |
Press release dated September 24, 2019 | |
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: September 24, 2019 | By: | /s/ Kamau A. Coar | ||||
| Name: | Kamau A. Coar | |||||
| Title: | General Counsel | |||||
Exhibit 99.1
Heidrick & Struggles Acquires 2GET, A Leading Executive Search Firm in Brazil
Acquisition significantly expands Heidrick & Struggles’ footprint in Brazil and strengthens its position as a global leader delivering premium, data-driven executive search services and human capital solutions
CHICAGO and SAO PAULO, September 24, 2019 — Heidrick & Struggles (Nasdaq: HSII), a premier provider of executive search, leadership assessment and development, organization and team effectiveness, and culture shaping services globally, today announced it has closed the acquisition of 2GET, a premier executive search firm in Brazil and one of the largest search firms in the country. Terms of the transaction were not disclosed.
Founded in 2009 and with offices in São Paulo and Rio de Janeiro, 2GET is a leading executive search firm in Brazil with a total of 50 employees, including 13 consultants. Paulo Mendes, a Founder and Executive Board Member of 2GET, will lead the newly combined Heidrick & Struggles operation in Brazil.
“The acquisition of 2GET allows us to significantly expand Heidrick & Struggles’ presence in Brazil, and we will be able to better serve the local marketplace, as well as our larger multinational clients with operations in the country,” said Krishnan Rajagopalan, President and CEO, Heidrick & Struggles. “Heidrick & Struggles and 2GET share a commitment to delivering our clients premium executive search services and human capital solutions, using innovative, data-driven tools and digital platforms. By bringing Paulo and the 2GET team on board, we are welcoming a seasoned executive search leader and a dynamic, forward-thinking team to the Heidrick & Struggles global network.”
Mendes commented, “We are delighted to join the Heidrick & Struggles family and look forward to an exciting new phase of growth and innovation. Brazil is a vibrant market, and we see growing demand for executive search and leadership consulting services. With the combination of Heidrick & Struggles’ global reach and extensive portfolio of leadership advisory services, and our local market expertise and digital DNA, we can bring exceptionally differentiated services and offerings to our clients in Brazil.”
2GET offers executive search services at the Board of Director and C-suite levels across a number of sectors, including Agribusiness, Consumer & Retail, Financial Services, Industrial, Life Sciences, Media, Oil & Gas, Real Estate & Construction and Technology. In addition, the firm provides executive search services to family-owned businesses, private equity and venture capital portfolio companies. 2GET also provides leadership consulting and assessment services.
About Heidrick & Struggles
Heidrick & Struggles (Nasdaq: HSII) serves the senior-level talent and leadership needs of the world’s top organizations as a trusted advisor across executive search, leadership assessment and development, organization and team effectiveness, and culture shaping services. Heidrick & Struggles pioneered the profession of executive search more than 60 years ago. Today, the firm provides integrated leadership solutions to help our clients change the world, one leadership team at a time.® www.heidrick.com
About 2GET
2GET is among the top executive search firms in Brazil and offers executive search services for senior leadership positions, including Executive Board Members, CEOs and the C-suite.
Media Contacts:
Heidrick & Struggles (New York)
Nina Chang
nchang@heidrick.com
LLYC (São Paulo)
Mariana Paker
mpaker@llorenteycuenca.com