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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) November 20, 2007
WILLBROS GROUP, INC.
 
(Exact Name of Registrant as Specified in Its Charter)
Republic of Panama
 
(State or Other Jurisdiction of Incorporation)
     
1-11953   98-0160660
 
(Commission File Number)   (IRS Employer Identification No.)
     
Plaza 2000 Building, 50th Street, 8th Floor, P.O. Box 0816-01098, Panama, Republic of Panama
 
(Address of Principal Executive Offices)   (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))
 
 

 


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Item 1.01. Entry into a Material Definitive Agreement
Item 1.02. Termination of a Material Definitive Agreement
Item 2.01. Completion of Acquisition or Disposition of Assets
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item 3.02. Unregistered Sales of Equity Securities
Item 3.03. Material Modification to Rights of Security Holders
Item 9.01. Financial Statements and Exhibits
SIGNATURES
INDEX TO EXHIBITS
Share Purchase Agreement
Amendment No. 1 to Share Purchase Agreement
Credit Agreement


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Item 1.01. Entry into a Material Definitive Agreement.
     On November 20, 2007, Willbros Group, Inc. (the “Company”), entered into a new credit agreement dated as of November 20, 2007 (the “Credit Agreement”), among Willbros USA, Inc., a subsidiary of the Company (“WUSA”), as borrower, the Company and certain of its subsidiaries as guarantors (collectively, the “Loan Parties”), the lenders from time to time party thereto (the “Lenders”), and Calyon New York Branch (“Calyon”), as Administrative Agent, Collateral Agent, Issuing Bank and participating Lender.
     The Credit Agreement is for a new three year senior secured $150.0 million revolving credit facility due 2010 (the “2007 Credit Facility”). The Company will have the option, subject to Calyon’s consent, to increase the size of the 2007 Credit Facility to $200.0 million within the first two years of the closing date of the 2007 Credit Facility. The Company will be able to utilize 100 percent of the 2007 Credit Facility to obtain performance letters of credit and 33.3 percent of the facility for cash advances for general corporate purposes and financial letters of credit. The 2007 Credit Facility is secured by substantially all of the assets of the Company and the other Loan Parties. The 2007 Credit Facility replaces the Company’s existing three-year $100.0 million senior secured synthetic credit facility, which was scheduled to expire in October 2009.
     The Credit Agreement includes customary affirmative and negative covenants, such as:
    maintenance of a maximum leverage ratio;
 
    maintenance of a minimum fixed charge coverage ratio;
 
    maintenance of a minimum net worth amount;
 
    limitations on capital expenditures triggered by liquidity levels lower than $35 million;
 
    limitations on foreign cash investments;
 
    limitations on total indebtedness;
 
    limitations on liens;
 
    limitations on certain asset sales and dispositions; and
 
    limitations on certain acquisitions and asset purchases.
A default under the Credit Agreement may be triggered by events such as a failure to comply with financial covenants or other covenants under the Credit Agreement, a failure to make payments when due under the Credit Agreement, a failure to make payments when due in respect of or a failure to perform obligations relating to debt obligations in excess of $5.0 million, a change of control of the Company or certain insolvency proceedings. A default under the Credit Agreement would permit Calyon and the Lenders to restrict the Company’s ability to further access the 2007 Credit Facility for cash advances or letters of credit, require the immediate repayment of any outstanding cash advances with interest and require the cash collateralization of outstanding letter of credit obligations.
     Calyon and certain of the Lenders under the Credit Agreement and/or their affiliates have provided, from time to time, and may continue to provide, commercial banking, investment

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banking, financial and other services to the Company and/or its affiliates for which the Company and/or its affiliates have paid, and expect to pay, customary fees. Specifically, affiliates of Calyon and of the following Lenders acted as underwriters in connection with the recently completed public offering of the Company’s common stock: Credit Suisse, Cayman Islands Branch; UBS Loan Finance LLC; and Natixis.
     A copy of the Credit Agreement is attached as Exhibit 10 hereto and is incorporated by reference into this Item 1.01 as though fully set forth herein.
Item 1.02. Termination of a Material Definitive Agreement.
     Effective November 20, 2007, in connection with the closing of the Credit Agreement, the Company terminated its existing credit facility (the “2006 Credit Facility”), under a credit agreement by and among WUSA, as borrower, the Company and certain of its subsidiaries and affiliates as guarantors, the lenders from time to time party thereto and Calyon, as Administrative Agent, Collateral Agent, Issuing Bank, Deposit Bank and Revolving Loan Lender. The 2006 Credit Facility was scheduled to expire in October 2009. All outstanding letter of credit obligations under the 2006 Credit Facility were assumed by Calyon and the Lenders. There were no outstanding borrowings under the 2006 Credit Facility.
     At the time of termination of the 2006 Credit Facility, approximately $1.5 million of unamortized loan fees were written off by the Company.
     Calyon and certain of the lenders under the 2006 Credit Facility and/or their affiliates have provided, from time to time, and may continue to provide, commercial banking, investment banking, financial and other services to the Company and/or its affiliates for which the Company and/or its affiliates have paid, and expect to pay, customary fees. In particular, an affiliate of Calyon acted as an underwriter in connection with the recently completed public offering of the Company’s common stock.
Item 2.01. Completion of Acquisition or Disposition of Assets.
     On November 20, 2007, WUSA, a subsidiary of the Company, completed the acquisition of all of the outstanding limited liability company membership interests of Integrated Service Company LLC (“InServ”), an Oklahoma limited liability company. The acquisition was completed pursuant to a Share Purchase Agreement dated October 31, 2007, by and among WUSA, the Company, InServ, the 18 members of InServ (the “Shareholders”), and Arlo DeKraai, the founder, President, Chief Executive Officer and principal owner of InServ, as Shareholders’ Representative, as amended by Amendment No. 1 to Share Purchase Agreement by and among WUSA, InServ and the Shareholders’ Representative (collectively, the “Share Purchase Agreement”).
     Headquartered in Tulsa, Oklahoma, InServ is a fully integrated provider of turnaround, maintenance and capital projects for the hydrocarbon processing and petrochemical industries. InServ’s core competencies include:

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    providing turnkey project services through program management and EPC project services;
 
    overhauling fluid catalytic cracking units, the main gasoline producing units in a refinery, which run continuously for three to five years between shutdowns;
 
    overhauling process units, installing refractory, specialty welding and piping projects and erecting or modifying process heaters in the plants;
 
    building, modifying or repairing oil storage tanks, typically located at pipeline terminals and refineries; and
 
    manufacturing process heaters, heater coils, alloy piping, specialty components and other equipment for installation in oil refineries.
     The consideration for WUSA’s purchase of all of the equity interests of InServ was approximately $225.0 million, consisting of $202.5 million payable in cash at closing and 637,475 shares of the Company’s common stock having a value of $22.5 million (determined by the average closing price of the Company’s common stock over the 20 trading days ending on the second trading day before the execution of the Share Purchase Agreement).
     In connection with the closing, on November 20, 2007, the Company paid approximately $208.9 million in satisfaction of the cash portion of the purchase price, consisting of $202.5 million, less approximately $1.5 million for Shareholder loans, which were deemed paid at closing, plus approximately $7.9 million, representing the estimated working capital adjustment. The cash portion of the closing price will be subject to a post-closing adjustment to reflect any differences between InServ’s estimated working capital and its actual working capital on the closing date. A total of $20.0 million of the cash portion of the purchase price was placed into escrow for a period of 18 months and will be released from escrow in one-third increments six months, 12 months and 18 months after the closing date. The escrowed cash will secure performance of the Shareholders’ obligations under the Share Purchase Agreement, including working capital adjustments and indemnification obligations for breaches of the Shareholders’ representations, warranties and covenants included in the Share Purchase Agreement.
     In early 2007, InServ retained Growth Capital Partners, L.P., an investment banking firm, to assist InServ with the possible sale of the company. John T. McNabb, II, the Chairman of the Board of Directors of the Company, is the founder and Chairman of the Board of Directors of Growth Capital Partners, which received a customary fee from InServ. Mr. McNabb and Robert R. Harl, the Company’s President and CEO and one of its directors, served on the InServ Board of Directors from March 28, 2005, until September 18, 2007, and August 5, 2005, until September 18, 2007, respectively. Messrs. McNabb and Harl resigned from the Board of Directors of InServ prior to the commencement of discussions between WUSA and InServ with respect to WUSA’s possible acquisition of InServ, and, at that time, Mr. McNabb recused himself from providing any further advice to InServ as a principal of Growth Capital Partners. Prior to the closing, Messrs. McNabb and Harl each owned 3,000 shares of InServ, or 0.33 percent of the outstanding equity interests of InServ. The Company formed a special committee of the Board of Directors, consisting of all of the independent directors other than Mr. McNabb, to consider, evaluate and approve the acquisition of InServ. In addition, the special committee obtained an opinion dated October 30, 2007, from a nationally recognized investment

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banking and valuation firm, that the consideration to be paid by the Company in the acquisition was fair from a financial point of view to the Company.
A copy of the Share Purchase Agreement is attached as Exhibits 2.1 and 2.2 hereto and is incorporated by reference into this Item 2.01 as though fully set forth herein.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
     The description of the Credit Agreement set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
Item 3.02. Unregistered Sales of Equity Securities.
     On November 20, 2007, WUSA completed the acquisition of all of the outstanding limited liability company membership interests of InServ. As partial consideration for WUSA’s purchase of all of the equity interests of InServ, the Company issued a total of 637,475 shares of the Company’s common stock having a value of $22.5 million to the 18 InServ Shareholders. The shares were issued pursuant to exemptions from registration under Section 4(2) of the Securities Act and Rule 506 of Regulation D. All of the Shareholders are accredited. A legend was placed on each stock certificate indicating that the shares have not been registered and are restricted from resale.
Item 3.03. Material Modification to Rights of Security Holders.
     The Credit Agreement prohibits the Company from paying cash dividends to its stockholders.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
     Reference is made to the following historical financial statements of InServ, which were previously reported under Item 8.01 of the Company’s Current Report on Form 8-K, filed on November 2, 2007:
Audited Consolidated Financial Statements of InServ
 
Report of Independent Certified Public Accountants
 
Consolidated Balance Sheets as of December 31, 2006 and 2005
 
Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
 
Consolidated Statements of Members’ Equity for the years ended December 31, 2006, 2005 and 2004
 
Consolidated Statements of Cash Flows for the years ended

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December 31, 2006, 2005 and 2004

Notes to Consolidated Financial Statements
 
Unaudited Consolidated Financial Statements of InServ
 
Condensed Consolidated Balance Sheet as of September 30, 2007
 
Condensed Consolidated Statements of Operations for the nine months ended September 30, 2007 and 2006
 
Condensed Consolidated Statement of Members’ Equity for the nine months ended September 30, 2007
 
Condensed Consolidated Statements of Cash Flow for the nine months ended September 30, 2007 and 2006
 
Notes to Condensed Consolidated Financial Statements
(b) Pro Forma Financial Information.
     Included in this report are unaudited pro forma condensed combined financial statements of the Company for the year ended December 31, 2006 and the nine months ended September 30, 2007, which have been prepared to give effect to the recently completed acquisition of InServ. The pro forma financial statements are presented for informational purposes only and do not purport to represent what the Company’s results of operations or financial position would have been had the transactions reflected occurred on the dates indicated or to project the Company’s financial position as of any future date or the Company’s results of operations for any future period.
WILLBROS GROUP, INC.
INDEX TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
     
    Page
Unaudited Pro Forma Condensed Combined Financial Statements —
Introductory Paragraph
    7
 
   
Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2007
    8
 
   
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Nine Months Ended September 30, 2007
    9
 
   
Unaudited Pro Forma Condensed Combined Statement of Operations for the
Year Ended December 31, 2006
  10
 
   
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
  11

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WILLBROS GROUP, INC.
(in thousands, except share and per share amounts)
The following unaudited pro forma combined financial data gives effect to (1) our acquisition of Integrated Service Company LLC (“InServ”), (2) the issuance of common stock to the sellers of InServ in connection with such acquisition and (3) the application of $208,900 (including working capital and other closing adjustments) of the net proceeds of the recently completed public offering of common stock to finance the cash portion of the purchase price of InServ. The unaudited pro forma condensed combined financial statements have been prepared assuming the acquisition of InServ by Willbros Group, Inc. is accounted for as a purchase under US generally accepted accounting principles, and are based on the historical consolidated financial statements of each company which include, in the opinion of management of both companies, all adjustments necessary to present fairly the results as of and for such periods. However, the unaudited pro forma condensed combined financial statements do not give consideration to the impact, if any, of asset dispositions or cost savings that may result from the acquisition. The following unaudited pro forma condensed combined balance sheet at September 30, 2007, and unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2007 and the year ended December 31, 2006 should be read in conjunction with the historical financial statements of Willbros Group, Inc. and the related notes included in the Company’s Form 10-Q for the quarter ended September 30, 2007 and the Company’s Form 10-K for the fiscal year ended December 31, 2006.
The unaudited pro forma condensed combined financial statements were prepared as if the acquisition occurred as of or at the beginning of each period presented. There are no significant adjustments required to the historical financial data to conform the accounting policies of the two companies. The unaudited pro forma condensed combined financial statements are presented for informational purposes only and are not necessarily indicative of results of operations or financial position that would have occurred had the transaction been consummated at the beginning of the period presented, nor are they necessarily indicative of future results.
The purchase price of $225,000 was paid by a cash consideration of $208,900 (including working capital and other closing adjustments), funded from the proceeds from a stock offering, and the issuance of shares of common stock directly to the sellers valued at $22,500.
Preliminary allocation of the purchase price follows:
         
Net assets acquired
  $ 37,519  
Fixed asset write-up to fair market value
    4,927  
Identifiable intangible assets
    20,000  
Estimated transaction costs
    (1,200
 
     
 
  $ 61,246  
The excess of purchase price over the net assets acquired of $171,689 is included in goodwill. Willbros Group, Inc. is in the process of obtaining a third party valuation of certain tangible and intangible assets. The actual values and estimated useful lives assigned to the acquisition will be subject to future refinement. Because a full valuation of those assets and liabilities and related useful lives has not yet been finalized, the final allocation of the purchase price may differ from the allocation presented above. Any goodwill amount recognized as a result of this acquisition will be reviewed for impairment annually. Any purchase price allocated to identifiable intangible assets with a finite life will be amortized over the estimate useful life of the asset.

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WILLBROS GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
(in thousands, except share and per share amounts)
                                 
    September 30, 2007  
    Historical              
            Integrated              
            Service              
    Willbros     Company     Pro Forma     Pro Forma  
    Group, Inc.     LLC     Adjustments     Combined  
ASSETS
                               
Current Assets:
                               
Cash and Cash Equivalents
  $ 58,709     $ 2,891     $     $ 61,600  
Accounts Receivable, net
    181,733       49,017             230,750  
Cost in excess of billing
    29,029       18,884             47,913  
Other current assets
    23,753       1,200             24,953  
 
                       
Total Current Assets
    293,224       71,992             365,216  
Property, plant and equipment, net
    120,393       11,682       4,927 (A)     137,002  
Goodwill
    13,184             (4,927 )(A)     184,873  
 
                    176,616 (B)        
 
                               
Intangible assets
                20,000 (F)     20,000  
Other noncurrent assets
    17,053       175             17,228  
 
                       
Total Assets
  $ 443,854     $ 83,849     $ 196,616     $ 724,319  
 
                       
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
                               
Current Liabilities:
                               
Notes payable and current portion of long-term debt
  $ 11,237     $ 5,926     $     $ 17,163  
Accounts payable and accrued liabilities
    134,425       31,169             165,594  
Billings in excess of cost
    7,891       9,235             17,126  
Other current liabilities
    17,385                   17,385  
 
                       
Total current liabilities
    170,938       46,330             217,268  
2.75% convertible senior notes
    70,000                   70,000  
6.5% senior convertible notes
    32,050                   32,050  
Long-term debt
    26,085                   26,085  
Other noncurrent liabilities
    38,323                   38,323  
 
                       
Total liabilities
    337,396       46,330             383,726  
Contingencies and commitments
                               
Stockholders’ equity:
                               
Members’ equity
          37,519       (37,519 )(B)      
Common stock
    1,467             362 (B)     1,829  
Capital in excess of par value
    273,840             233,773 (B)     507,613  
Accumulated deficit
    (181,912 )                 (181,912 )
Treasury stock
    (2,667 )                 (2,667 )
Accumulated other comprehensive income
    15,730                   15,730  
 
                       
Total stockholders’ equity
    106,458       37,519       196,616       340,593  
 
                       
 
                               
Total liabilities and stockholders’ equity
  $ 443,854     $ 83,849     $ 196,616     $ 724,319  
 
                       
The accompanying notes are an integral part of these statements.

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WILLBROS GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except share and per share amounts)
                                 
    Nine Months Ended September 30, 2007  
    Historical              
            Integrated              
            Service              
    Willbros     Company     Pro Forma     Pro Forma  
    Group, Inc.     LLC     Adjustments     Combined  
Contract Revenues
  $ 610,168     $ 253,767     $     $ 863,935  
Operating Expenses:
                               
Contract
    538,790       214,036             752,826  
Depreciations and amortization
    13,223       804       3,251 (C)     17,278  
General and administrative
    42,295       16,598             58,893  
Government fines
    22,000                   22,000  
 
                       
 
    616,308       231,438       3,251       850,997  
 
                       
Operating income (loss)
    (6,140 )     22,329       (3,251 )     12,938  
Other income (expense):
                               
Interest income
    4,433       17             4,450  
Interest expense
    (6,552 )     (378 )           (6,930 )
Other — net
    (2,019 )     49             (1,970 )
Loss on early extinguishment of debt
    (15,375 )                 (15,375 )
 
                       
 
    (19,513 )     (312 )           (19,825 )
 
                       
Income (loss) before income taxes
    (25,653 )     22,017       (3,251 )     (6,887 )
Provision for income taxes
    7,793       (E)     7,506 (D)     15,299  
 
                       
Net income (loss)
  $ (33,446 )   $ 22,017     $ (10,757 )   $ (22,186 )
 
                       
 
Net income (loss) per common share:
                               
Basic
  $ (1.22 )   $     $     $ (0.64 )
Diluted
  $ (1.22 )   $     $     $ (0.64 )
 
                       
Weighted average number of common shares outstanding:
                               
Basic
    27,421,927             7,238,769       34,660,696  
 
                       
Diluted
    27,421,927             7,238,769       34,660,696  
 
                       
The accompanying notes are an integral part of these statements.

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WILLBROS GROUP, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
(in thousands, except share and per share amounts)
                                 
    Year Ended December 31, 2006  
    Historical              
            Integrated              
            Service              
    Willbros     Company     Pro Forma     Pro Forma  
    Group, Inc.     LLC     Adjustments     Combined  
Contract Revenues
  $ 543,259     $ 200,483     $     $ 743,742  
Operating Expenses:
                               
Contract
    489,494       164,881             654,375  
Depreciations and amortization
    12,430       1,175       4,335 (C)     17,940  
General and administrative
    53,366       16,635             70,001  
Government fines
                       
 
                       
 
    555,290       182,691       4,335       742,316  
 
                       
Operating income (loss)
    (12,031 )     17,792       (4,335 )     1,426  
Other income (expense):
                               
Interest income
    1,803                   1,803  
Interest expense
    (10,068 )     (756 )           (10,824 )
Other — net
    569       81             650  
Loss on early extinguishment of debt
                       
 
                       
 
    (7,696 )     (675 )           (8,371 )
 
                       
Income (loss) before income taxes
    (19,727 )     17,117       (4,335 )     (6,945 )
Provision for income taxes
    2,308       (E)     5,113 (D)     7,421  
 
                       
Net income (loss)
  $ (22,035 )   $ 17,117     $ (9,448 )   $ (14,366 )
 
                       
 
                               
Net income (loss) per common share:
                               
Basic
  $ (0.98 )   $     $     $ (0.48 )
Diluted
  $ (0.98 )   $     $     $ (0.48 )
 
                       
Weighted average number of common shares outstanding:
                               
Basic
    22,440,742             7,238,769       29,679,511  
 
                       
Diluted
    22,440,742             7,238,769       29,679,511  
 
                       
The accompanying notes are an integral part of these statements.

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NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(in thousands, except share and per share amounts)
 
(A)   Based upon preliminary estimates, the transaction is assumed to result in a write-up of InServ’s fixed assets of $4,927.
 
(B)   To record the issuance of 6,601,294 shares of Willbros Group, Inc. common stock, at a price of $34.00 less certain fees and costs of the transactions. The remaining 637,475 shares of common stock were issued to the sellers as restricted stock.
 
(C)   To record the increased depreciation expense associated with the write up of fixed assets and the amortization associated with the value of existing customer backlog. Expected useful lives for building and equipment is 20 years and 5 years, respectively. The estimated useful life of existing customer backlog is 5 years.
 
(D)   To record an estimated income tax provision on InServ’s pre-tax income, net of the tax benefit for the increased depreciation expense.
 
(E)   InServ was taxed as a partnership with no income tax provision.
 
(F)   To record the estimated value of existing customer backlog value of $20,000 which will be amortized over an estimated useful life of 5 years. Willbros Group, Inc. is in the process of obtaining a third party valuation of intangible assets. The actual value and estimated useful life assigned to the customer backlog will be subject to future refinement. Because a full valuation of the asset and useful life has not yet been finalized, the final allocation of the purchase price may differ from the allocation presented herein.

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(d) Exhibits.
     The following exhibits are filed herewith:
             
Exhibit        
No.   Description    
 
2.1
  Share Purchase Agreement    
 
2.2
  Amendment No. 1 to Share Purchase Agreement    
 
10
  Credit Agreement    

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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.
         
  WILLBROS GROUP, INC.
 
 
Date: November 27, 2007  By:   /s/ Van A. Welch    
         Van A. Welch   
         Senior Vice President and
     Chief Financial Officer 
 

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INDEX TO EXHIBITS
          
Exhibit    
No.                                      Description
 
2.1
  Share Purchase Agreement
 
2.2
  Amendment No. 1 to Share Purchase Agreement
 
10
  Credit Agreement

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