UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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May 16, 2007 |
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.) |
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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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 May 16, 2007, Willbros Group, Inc. (the “Company”) entered into Conversion Agreements (the
“Conversion Agreements”) with two holders of the Company’s 6.5% Senior Convertible Notes due 2012
issued between December 2005 and March 2006 (the “6.5% Notes”). Under the Conversion Agreements,
the investors will convert $36.25 million in aggregate principal amount of the 6.5% Notes into a
total of 2,064,821 shares of the Company’s common stock, $0.05 par value per share (“Common
Stock”). As an inducement for the investors to convert the 6.5% Notes, the Company has also agreed
pursuant to the Conversion Agreements to make a cash payment to the investors in an aggregate
amount equal to approximately $8.97 million, plus accrued interest for the current interest period.
The transaction is expected to close on May 18, 2007. Subsequent to the closing, $48.25 million
in aggregate principal amount of the 6.5% Notes will remain outstanding.
The Conversion Agreements are attached to this Current Report on Form 8-K as Exhibits 10.1 and
10.2 and are incorporated by reference as though fully set forth herein. The foregoing summary
description of the Conversion Agreements is not intended to be complete and is qualified in its
entirety by the complete text of the Conversion Agreements.
Item 3.02. Unregistered Sales of Equity Securities.
The discussion under Item 1.01 above is incorporated by reference herein. The issuance of the
shares of Common Stock under the Conversion Agreements is exempt from registration pursuant to
Section 3(a)(9) of the Securities Act of 1933, as amended, since all of the shares will be issued
exclusively to existing security holders in exchange for outstanding securities and no commission
or other remuneration will be paid or given directly or indirectly for soliciting the exchange.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
The following exhibits are filed herewith:
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10.1
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Conversion Agreement with respect to $14.5 million in aggregate
principal amount of the 6.5% Notes. |
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10.2
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Conversion Agreement with respect to $21.75 million in aggregate
principal amount of the 6.5% Notes. |
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99.1
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Press release of the Company dated May 17, 2007. |