The deal followed a competitive process described in the DEFM14A (filed November 3, 2025). Corvex partner Joe Costa first approached Heidrick in March 2025 indicating Corvex had built a 4.9% stake and wanted to pursue a take-private, prompting the Heidrick board to retain BofA Securities and Paul Hastings LLP and to run a process that, by mid-2025, involved three potential counterparties referred to as the Consortium (Advent/Corvex), "Party A," and "Party C." Party A withdrew from the process on September 3, 2025. BofA Securities' fairness opinion incorporated a Selected Precedent Transactions Analysis of 19 staffing-industry deals applying an EV/LTM Adjusted EBITDA multiple range of 8.00x to 11.00x to Heidrick's trailing-twelve-month Adjusted EBITDA (through June 30, 2025), implying a per-share equity value range of $48.75 to $65.25 versus the $59.00 merger consideration. A Discounted Cash Flow analysis using terminal multiples of 6.00x to 8.00x on fiscal 2029 estimated Adjusted EBITDA and discount rates of 10.00% to 12.00% implied a per-share range of $52.50 to $67.25. A Selected Publicly Traded Companies analysis benchmarked Heidrick (whose primary comparable was Korn Ferry, trading at 7.7x CY2025E and 7.3x CY2026E EV/Adjusted EBITDA) against diversified staffing peers (Randstad, Adecco, ManpowerGroup, Hays, Kelly Services, SThree, TrueBlue, Resources Connection) and vertically focused peers (Robert Half, ASGN, AMN Healthcare, PageGroup, Kforce), applying a 6.00x to 8.00x multiple to Heidrick's CY2026E Adjusted EBITDA.
The transaction is structured as all-cash with no financing condition to closing. Concurrently with signing, Advent-affiliated equity investors entered into an equity commitment letter to fund aggregate equity contributions of $1,350,000,000 to Parent, sufficient to cover the merger consideration and related payments, backstopped by a limited guarantee from the equity investors. The October 6, 2025 press release stated that Advent and Corvex had also secured committed debt financing for the transaction from Deutsche Bank, UBS Investment Bank, and Santander. The investor consortium includes significant investment from Heidrick partners and leaders alongside several family offices; the closing press release (December 10, 2025) named participating strategic investors as Salem Capital Management, Mousse Partners, TF Cornerstone, HighSage Ventures, and Barcliff Partners. The Merger Agreement provides for a new post-closing equity incentive plan for partners and leaders, which the DEFM14A's background section describes the Consortium as having proposed with a target pool of approximately 15%-17% of fully diluted equity.
Financial advisors: BofA Securities served as exclusive financial advisor to Heidrick; William Blair & Company, L.L.C., Deutsche Bank, and UBS Investment Bank served as financial advisors to the investor consortium. Legal advisors: Paul Hastings LLP served as legal counsel to Heidrick; Weil, Gotshal & Manges LLP served as legal counsel to the investor consortium; Ropes & Gray LLP served as additional legal counsel to Advent.
The Merger Agreement set a Termination Date of July 5, 2026 and provided for a Heidrick-payable termination fee of $38,900,000 under specified circumstances, with closing conditions including Heidrick stockholder approval, HSR Act expiration/termination, and clearance under certain foreign antitrust laws. Heidrick stockholders approved the Merger Agreement Proposal at a special meeting on December 5, 2025 (17,639,091 votes for versus 164,722 against, per the Form 8-K filed under Item 5.07), while a separate non-binding golden parachute compensation advisory proposal was not approved. The merger closed on December 10, 2025: per the Form 8-K filed that day (Items 1.02, 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01), Heron Merger Sub, Inc. merged with and into Heidrick, with Heidrick surviving as a direct, wholly-owned subsidiary of Heron BidCo, LLC, and each share was canceled and converted into the right to receive the $59.00 per-share Merger Consideration. Heidrick's common stock was delisted from Nasdaq and the company subsequently filed a Form 15-12G (December 22, 2025) to deregister its securities. Heidrick continues to operate under its existing brand and headquarters in Chicago, with CEO Tom Monahan and President Tom Murray remaining in place, and Carmine Di Sibio (Advent Operating Partner and former EY Global Chair and CEO) appointed Chairman of the Board of Managers post-closing.