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.
Michael W. Collier
SVP Investor Relations
Marketing & Communications
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SOURCE Willbros Group, Inc.