FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported)
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November 14, 2007 |
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WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
(State or Other Jurisdiction of Incorporation)
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| 1-11953
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98-0160660 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama
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| (Address of Principal Executive Offices)
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(Zip Code) |
+50-7-213-0947
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On November 14, 2007, Willbros Group, Inc. (the “Company”), entered into an underwriting
agreement (the “Underwriting Agreement”) with UBS Securities LLC and Credit Suisse Securities (USA)
LLC, acting for themselves and as representatives of the other several underwriters named in
Schedule A to the Underwriting Agreement (collectively, the “Underwriters”), in connection with an
underwritten public offering (the “Offering”) of 7,906,250 shares of the Company’s common stock,
including 1,031,250 shares subject to an over-allotment option granted by the Company to the
Underwriters. The shares of common stock to be sold in the Offering have been registered under the
Securities Act of 1933, as amended, pursuant to the Company’s existing shelf registration statement
(File No. 333-147123) (the “Registration Statement”). The closing of the Offering is expected to
occur on November 20, 2007, subject to satisfaction of customary closing conditions.
The Company expects the net proceeds from the Offering, including the net proceeds from the
exercise of the Underwriters’ over-allotment option in full, to be approximately $253.8 million,
after deducting underwriting discounts and commissions and the estimated expenses of the Offering.
The Company intends to use $202.5 million of the net proceeds of the Offering to fund the cash
portion of the purchase price for its pending acquisition of Integrated Service Company LLC. The
remaining net proceeds will be used to fund capital expenditures and working capital requirements
and to fund additional possible acquisitions of assets and businesses that would complement the
Company’s capabilities.
A copy of the Underwriting Agreement is attached as Exhibit 1 hereto and is incorporated by
reference into this Item 1.01 as though fully set forth herein.
This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an
offer to buy the securities described herein, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such jurisdiction. The Offering is
being made only by means of a prospectus and related prospectus supplement.
Item 8.01. Other Events.
The Company is offering and selling the shares under the Registration Statement and
accompanying prospectus and prospectus supplement, which Registration Statement relates to the
offer and sale on a delayed basis from time to time of an indeterminate amount of the Company’s
common stock. This Current Report on Form 8-K is being filed in connection with the offer and sale
of the common stock as described herein and to file with the Securities and Exchange Commission in
connection with the Registration Statement the documents and instruments attached hereto as
exhibits.
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Item 9.01. Exhibits.
(d) Exhibits.
The exhibits listed below relate to the Registration Statement and are filed herewith for
incorporation by reference in the Registration Statement.
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| Exhibit |
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Description |
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Underwriting Agreement, dated November 14, 2007, between and
among the Company and UBS Securities LLC and Credit Suisse
Securities (USA) LLC, acting for themselves and as
representatives of the other several underwriters. |
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Opinion of Arias, Fabrega & Fabrega, regarding the legality
of the common stock. |
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8.1
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Opinion of Sidley Austin LLP regarding U.S. tax matters. |
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8.2
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Opinion of Arias, Fabrega & Fabrega regarding Panamanian tax
matters (included in Exhibit 5). |
23.1
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Consent of Arias, Fabrega & Fabrega (included in Exhibit 5). |
23.2
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Consent of Sidley Austin LLP (included in Exhibit 8.1). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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WILLBROS GROUP, INC.
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| Date: November 19, 2007 |
By: |
/s/ Van A. Welch
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Van A. Welch |
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Senior Vice President and
Chief Financial Officer |
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