Willbros Group, Inc., a contractor tied to the oil, gas and power industries, has entered into a purchase agreement for a private placement of approximately $65 million aggregate principal amount of its 6.5% Convertible Senior Notes due 2012. The private placement is scheduled to close on December 23, 2005.
Willbros also granted to the investors a 90-day option to purchase up to an additional $19.5 million aggregate principal amount of the notes.
The notes will mature on December 15, 2012, will not be subject to redemption and will pay interest semi-annually in arrears at the annual rate of 6.5%.
The notes are expected to be convertible at any time into shares of Willbros’ common stock at a conversion rate of 56.9606 shares of common stock per $1,000 principal amount of notes, which is equivalent to an initial conversion price of approximately $17.56 per share of common stock, subject to adjustment in certain circumstances.
The initial conversion price represents a premium of approximately 10% to the $15.96 per share closing price of the Company’s common stock on the New York Stock Exchange on December 22, 2005. Prior to the conversion of any of the notes, the Company may elect to deliver, in lieu of common stock, cash or a combination of cash and common stock in connection with the conversion of all of the notes.
The notes will be guaranteed by Willbros USA, Inc., a subsidiary of Willbros Group, Inc.