Willbros gets required consents for 2.75% convertibles due 2007

By Jennifer Chiou

New York, Sept. 23 - Willbros Group, Inc. announced it received consents from a majority of holders of its 2.75% senior convertible notes due 2007 to waive any potential defaults.

The consent solicitation ended at 5 p.m. ET on Sept. 21.

Investors consented to waive any defaults that may have occurred before the amendment becomes effective and agreed to a clarification that no defaults will occur for nine months if Willbros does not file its reports with the Securities and Exchange Commission on time.

Amendments also include a change in the first date Willbros may redeem the notes to March 15, 2013 from March 15, 2011, as well as requiring a make-whole payment to noteholders if the company is sold in a transaction that has at least 10% of the proceeds in cash. The company said the make-whole payment will consist of no more than the present value of two years of scheduled interest payments on the notes.

The solicitation followed an agreement with Whitebox Advisor, Inc. announced on Aug. 19, under which Willbros agreed to seek an amendment to the indenture and, in return, Whitebox agreed to deliver a letter of consent in favor of the proposed amendments and waiver.

Whitebox also said it would withdraw its notice of default.

Willbros will not pay a fee to noteholders for delivering consents.

On June 16, Whitebox, holder of 25.1% or $17.6 million of the convertibles, said the company was in default on the notes because it failed to file its 2004 10-K annual report and 10-Q quarterly report for the quarter ended March 3.

In response, the company said it did not believe it was in default under the indenture.

"The indenture provision does not require the company to file those reports within the deadlines set forth in the SEC's rules and regulations," Willbros said in an SEC filing. The company said the indenture requires the company to deliver copies of its annual and quarterly reports to the indenture trustee within 15 calendar days after they are filed with the SEC.

On March 31, the company had said it would delay filing its 2004 annual report and report for the quarter ended March 31.

Bear, Stearns & Co. Inc. is the solicitation agent (877 696 2327) and D.F. King & Co., Inc. is the information agent and tabulation agent (888 886-4425 or call collect 212 269-5550).

Based in Houston, Willbros is an independent contractor in the oil, gas and power industries.

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