HOUSTON, Oct. 5, 2015 /PRNewswire/ -- Willbros Group,
Inc. (NYSE: WG) announced today that it has executed a purchase
agreement for the sale of its Professional Services segment to TRC
Companies, Inc. (NYSE:TRR) for $130
million cash. The agreement is binding and the
transaction is subject to normal closing conditions including the
expiration of the waiting period under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended. The sale is
expected to close before the end of November. Under the terms of
its amended credit facilities, Willbros will retain $43 million of the net proceeds to maintain its
current liquidity and working capital. The balance of the proceeds,
net of closing and transaction expenses, will be applied to
reduction of the Company's term loan debt.
John T. McNabb, II, Chairman and
Chief Executive Officer, commented, "This transaction clearly
enables us to present a much improved balance sheet to meet the
expectations of our customers and investors. We set out a year ago
to improve our capital structure and our operating efficiency. We
have restructured our Oil & Gas segment with a new management
team and a focus on our areas of strength and competency. We have
resized our corporate and segment G&A expenses and have
significantly reduced our long term debt, optimizing our capital
structure. Our three segments are qualified both operationally and
financially for the markets we address, and we can now focus on
building backlog and delivering net income. With the overall
transformation of Willbros, we are confident that we can achieve
stable, predictable and improved performance in 2016. Our
next milestone events will be completion of the sale of our
Professional Services segment and a smaller non-strategic business
unit, and we are confident that we will complete both transactions
in the near term. With these sales completed, since the end of 2014
the Company will have reduced its term loan debt from $270 million to less than $100 million."
Greenhill & Co., LLC acted as financial advisor to Willbros
and Conner & Winters, LLP acted as legal advisor.
Willbros is a specialty energy infrastructure contractor serving
the oil, gas, refining, petrochemical and power industries. Our
offerings include engineering, procurement and construction (either
individually or as an integrated EPC service offering),
maintenance, facilities development and operations services. For
more information on Willbros, please visit our web site at
www.willbros.com.
This announcement contains forward-looking statements.
All statements, other than statements of historical facts, which
address activities, events or developments the Company expects or
anticipates will or may occur in the future, are forward-looking
statements. A number of risks and uncertainties could cause
actual results to differ materially from these statements,
including inability to maintain compliance with the New York Stock
Exchange continued listing standards; inability to satisfy closing
conditions under the definitive agreement to sell the Professional
Services segment; inability to complete the sale of other discrete
assets; inability to timely collect contractually due receivables;
unanticipated accounting or other issues regarding any material
weaknesses in internal control over financial reporting; inability
of the Company or its independent auditor to confirm relevant
information or data; unanticipated issues that prevent or delay the
Company's independent auditor from completing its review of
financial statements or that require additional efforts, procedures
or review; the untimely filing of financial statements; pending and
potential investigations and lawsuits; the identification of one or
more issues that require restatement of one or more other prior
period financial statements; ability to remain in compliance with,
or obtain waivers under, the Company's existing loan agreements;
ability to dispose of businesses and assets in a timely manner at
reasonable valuations; the existence of other material weaknesses
in internal control over financial reporting; contract and billing
disputes; new legislation or regulations detrimental to the
economic operation of refining capacity in the United States; availability of quality
management; availability and terms of capital; changes in, or the
failure to comply with, government regulations; the promulgation,
application, and interpretation of environmental laws and
regulations; future E&P capital expenditures; oil, gas, gas
liquids, and power prices and demand; the amount and location of
planned pipelines; poor refinery crack spreads; delay of planned
refinery outages and upgrades and development trends of the oil,
gas, power, refining and petrochemical industries; as well as other
risk factors described from time to time in the Company's documents
and reports filed with the SEC. The Company assumes no
obligation to update publicly such forward-looking statements,
whether as a result of new information, future events or otherwise,
except as may be required by law.
CONTACT:
Michael W. Collier
SVP Investor Relations
Marketing & Communications
Willbros
713-403-8038
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SOURCE Willbros Group, Inc.