Willbros Group sets Friday launch for $475 million credit facility

By Sara Rosenberg

New York, April 7 - Willbros Group Inc. has scheduled a bank meeting at 10 a.m. ET on Friday to launch its proposed $475 million senior credit facility, according to a market source.

Crédit Agricole Corporate and Investment Bank (formerly Calyon) and UBS Securities are the lead banks on the deal, and the bank meeting will be taking place at Credit Agricole's offices.

The facility consists of a $175 million three-year revolver and a $300 million four-year term loan, with official price talk not yet available, the source said.

Proceeds will be used to help fund the acquisition of InfrastruX Group Inc., the completion of which is subject to regulatory approvals and customary conditions.

Under the agreement, stockholders of privately held InfrastruX will receive cash of $360 million and 7.9 million of new Willbros shares. In addition, InfrastruX stockholders will be eligible for contingent earn-out payments of up to $125 million. Those earn-out payments begin as EBITDA for the InfrastruX business exceeds $69.8 million in 2010 and $80 million in 2011.

In conjunction with the transaction, Willbros has received the consent of holders of a majority of its 6.5% convertible senior notes due 2012 to amend the indenture to allow the new term loan.

As part of the amendment, the company will make a one-time payment equal to 4% of the principal amount of the notes five business days after the closing of the acquisition.

On a pro forma basis, Willbros expects the combined entity to generate 2010 revenue of $1.7 billion to $2.0 billion, with earnings in a range of $0.20 to $0.30 per diluted share and adjusted EBITDA in a range of $140 million to $170 million.

Estimated total debt to EBITDA in 2010 is 2.6 times and estimated net debt to EBITDA is 1.7 times.

Willbros is a Houston-based independent contractor for the oil, gas, power, refining and petrochemical industries. InfrastruX is a Seattle, Wash.-based provider of electric power and natural gas transmission and distribution infrastructure services.

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