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SECURITIES AND EXCHANGE COMMISSION
UNDER
THE SECURITIES ACT OF 1933
Delaware (State or other jurisdiction of incorporation or organization) | 30-0513080 (I.R.S. Employer Identification Number) |
Suite 1000
Houston, Texas 77027
(713) 403-8000
President and Chief Executive Officer
Willbros Group, Inc.
4400 Post Oak Parkway, Suite 1000
Houston, Texas 77027
(713) 403-8000
Robert J. Melgaard, Esq.
Mark D. Berman, Esq.
Conner & Winters, LLP
4000 One Williams Center
Tulsa, Oklahoma 74172
(918) 586-5711
(918) 586-8548 (Facsimile)
Large accelerated filero | Accelerated filerþ | Non-accelerated filero | Smaller reporting companyo | |||
(Do not check if a smaller reporting company) |
Proposed | ||||||||||||||
Proposed | Maximum | |||||||||||||
Maximum | Aggregate | Amount Of | ||||||||||||
Title Of Each Class Of | Amount To Be | Offering Price | Offering Price | Registration | ||||||||||
Securities To Be Registered | Registered (1) | Per Share (1)(2) | (1)(2) | Fee (2) | ||||||||||
Senior Debt Securities | ||||||||||||||
Subordinated Debt Securities | ||||||||||||||
Preferred Stock | ||||||||||||||
Depositary Shares (3) | ||||||||||||||
Common Stock ($0.05 par value) | ||||||||||||||
Warrants | ||||||||||||||
Purchase Contracts | ||||||||||||||
Units (4) | ||||||||||||||
Guarantees of Debt Securities (5) | ||||||||||||||
TOTAL | $300,000,000 | (1)(2) | $300,000,000 | $34,830 | ||||||||||
(1) | Not specified as to each class of securities to be registered pursuant to General Instruction II.D of Form S-3. Securities registered hereunder may be sold separately, together or in units with other securities registered hereby. Subject to Rule 462(b) under the Securities Act, in no event will the aggregate initial offering price of the securities issued under this Registration Statement exceed $300,000,000 or if any securities are issued in any foreign currencies, composite currencies or currency units, the U.S. dollar equivalent of $300,000,000. Such amount represents the principal amount of any debt securities (or issue price, in the case of debt securities issued at an original issue discount), and the issue price of any common stock, preferred stock, depositary shares, warrants or purchase contracts. This Registration Statement includes such presently indeterminate number of securities registered hereunder as may be issuable from time to time upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities as may be offered pursuant to the prospectus filed with this Registration Statement. Separate consideration may or may not be received for any securities registered hereunder that are issued upon conversion of, or in exchange for, or upon exercise of, as the case may be, convertible or exchangeable securities. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) of the rules and regulations under the Securities Act. | |
(3) | Each depositary share will be issued under a deposit agreement, will represent an interest in a fractional share of preferred stock and will be evidenced by a depositary receipt. | |
(4) | Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. | |
(5) | Guarantees may be provided by one or more of the registrants named below under “Table of Subsidiary Guarantor Registrants” of the payment of principal of and interest on the Senior and/or Subordinated Debt Securities. Pursuant to Rule 457(n) of the Securities Act, no separate registration fee is payable for the guarantees. | |
* | The subsidiaries listed on the next page in the “Table of Subsidiary Guarantor Registrants” are also included in this Registration Statement as additional registrants. |
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Primary | ||||||||||
Standard | I.R.S. | |||||||||
State of | Industrial | Employer | ||||||||
Incorporation or | Classification | Identification | Address of Principal | |||||||
Name | Organization | Code | Number | Executive Offices | ||||||
Bemis, LLC | Vermont | 1623 | 77-0659850 | 727 Route 112 Jacksonville, VT 05342 | ||||||
B&H Maintenance and Construction, Inc | New Mexico | 1623 | 85-0213695 | 207 S. Loop Eunice, NM 88231 | ||||||
Chapman Construction Co., L.P. | Texas | 1623 | 75-0930946 | 10011 W. University Drive McKinney, TX 75070 | ||||||
Chapman Construction Management Co., Inc. | Texas | 1623 | 75-2874802 | 10011 W. University Drive McKinney, TX 75070 | ||||||
Chapman Holding Co., Inc. | Nevada | 6719 | 75-2614906 | 10011 W. University Drive McKinney, TX 75070 | ||||||
Construction & Turnaround Services, L.L.C. | Oklahoma | 1629 | 73-1471996 | 4304 E. 36th Street North Tulsa, OK 74115 | ||||||
Construction & Turnaround Services of California, Inc. | Oklahoma | 1629 | 73-1570778 | 4304 E. 36th Street North Tulsa, OK 74115 | ||||||
Halpin Line Construction LLC | New York | 1623 | 11-3687983 | 170 Moore Road Weymouth, MA 02189 | ||||||
Hawkeye, LLC | New York | 1623 | 11-3485874 | 100 Marcus Boulevard, Suite 1 Hauppauge, NY 11788 | ||||||
InfrastruX Group Common Paymaster, LLC | Delaware | 6719 | 26-3766195 | 100 Marcus Boulevard, Suite 1 Hauppauge, NY 11788 | ||||||
InfrastruX Group, LLC | Delaware | 6719 | 27-2348685 | 100 Marcus Boulevard, Suite 1 Hauppauge, NY 11788 | ||||||
InfrastruX Hawkeye Holdings, LLC | Delaware | 6719 | 20-5811162 | 100 Marcus Boulevard, Suite 1 Hauppauge, NY 11788 | ||||||
InterCon Construction Trucking, Inc. | Wisconsin | 4213 | 75-3021189 | 2880 Commerce Park Drive Madison, WI 53719 | ||||||
InterCon Construction, Inc. | Wisconsin | 1623 | 39-1499349 | 2880 Commerce Park Drive Madison, WI 53719 | ||||||
InterPower Line Services Corporation | Delaware | 1623 | 91-2133012 | 2880 Commerce Park Drive Madison, WI 53719 | ||||||
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Primary | ||||||||||
Standard | I.R.S. | |||||||||
State of | Industrial | Employer | ||||||||
Incorporation or | Classification | Identification | Address of Principal | |||||||
Name | Organization | Code | Number | Executive Offices | ||||||
Lineal Industries, Inc. | Pennsylvania | 1623 | 25-1219876 | 3651 Steubenville Pike McKees Rock, PA 15136 | ||||||
Willbros Downstream, LLC | Oklahoma | 1629 | 73-1450925 | 1900 N. 161st East Ave. Tulsa, OK 74116 | ||||||
Willbros Downstream of Oklahoma, Inc. | Oklahoma | 1629 | 73-1471235 | 1900 N. 161st East Ave. Tulsa, OK 74116 | ||||||
Premier Utility Services, LLC | New York | 7389 | 11-3619268 | 100 Marcus Boulevard, Suite 1 Hauppauge, NY 11788 | ||||||
Skibeck Pipeline Company, Inc. | New York | 1623 | 16-1167382 | 3651 Steubenville Pike McKees Rock, PA 15136 | ||||||
Skibeck PLC, Inc. | New York | 1623 | 16-1390748 | 3651 Steubenville Pike McKees Rock, PA 15136 | ||||||
Trafford Corporation | Pennsylvania | 1623 | 25-1568874 | 3651 Steubenville Pike McKees Rock, PA 15136 | ||||||
UTILX Corporation | Delaware | 6719 | 91-1171716 | 22820 Russell Road Kent, WA 98032 | ||||||
UtilX Overseas Holdings, Inc. | Delaware | 6719 | 26-2929040 | 22820 Russell Road Kent, WA 98032 | ||||||
Willbros Construction California (U.S.), Inc. | Delaware | 1623 | 26-3138595 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Construction (U.S.), LLC | Delaware | 1623 | 76-0368402 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Energy Services Company | Delaware | 1623 | 73-1074526 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Engineers (U.S.), LLC | Delaware | 8711 | 73-0800703 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Engineering California (U.S.), Inc. | Delaware | 8711 | 27-2411459 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Government Services (U.S.), LLC | Delaware | 1623 | 73-1552915 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Midstream Services (U.S.), LLC | Delaware | 1623 | 20-4412829 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros Project Services (U.S.), LLC | Delaware | 8711 | 20-1539022 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 |
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Primary | ||||||||||
Standard | I.R.S. | |||||||||
State of | Industrial | Employer | ||||||||
Incorporation or | Classification | Identification | Address of Principal | |||||||
Name | Organization | Code | Number | Executive Offices | ||||||
Willbros Refinery and Maintenance Services (U.S.), LLC | Delaware | 8711 | (Not applied for; entity has no employees.) | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Willbros T&D Services, LLC | Delaware | 1623 | 90-0657290 | 115 West 7th St. Suite 1410 Fort Worth, TX 76102 | ||||||
Willbros United States Holdings, Inc. | Delaware | 6719 | 73-1312408 | 4400 Post Oak Parkway Suite 1000 Houston, TX 77027 | ||||||
Wink Engineering, LLC | Louisiana | 8711 | 72-0697665 | 8641 United Plaza Blvd., Suite 204 Baton Rouge, LA 70809 | ||||||
The telephone number for each subsidiary guarantor registrant is (713) 403-8000. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.
Senior Debt Securities
Subordinated Debt Securities
Preferred Stock
Depositary Shares
Common Stock
Warrants
Purchase Contracts
Units
Guarantees of Debt Securities
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FORWARD-LOOKING STATEMENTS
• | curtailment of capital expenditures and the unavailability of project funding in the oil and gas, refinery, petrochemical and power industries; | ||
• | increased capacity and decreased demand for our services in the more competitive industry segments that we serve; | ||
• | reduced creditworthiness of our customer base and higher risk of non-payment of receivables; | ||
• | inability to lower our cost structure to remain competitive in the market; | ||
• | inability of the energy service sector to reduce costs in the short term to a level where our customers’ project economics support a reasonable level of development work; | ||
• | inability to predict the timing of an increase in energy sector capital spending, which results in staffing below the level required when the market recovers; |
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• | reduction of services to existing and prospective clients as they bring historically out-sourced services back in-house to preserve intellectual capital and minimize layoffs; | ||
• | the consequences we may encounter if we fail to comply with the terms and conditions of our final settlements with the Department of Justice (“DOJ”) and the Securities and Exchange Commission (“SEC”), including the imposition of civil or criminal fines, penalties, enhanced monitoring arrangements, or other sanctions that might be imposed by the DOJ and SEC; | ||
• | the issues we may encounter with respect to the federal monitor appointed under our Deferred Prosecution Agreement with the DOJ and any changes in our business practices which the monitor may require; | ||
• | the commencement by foreign governmental authorities of investigations into the actions of our current and former employees, and the determination that such actions constituted violations of foreign law; | ||
• | difficulties we may encounter in connection with the previous sale and disposition of our Nigeria assets and Nigeria based operations, including obtaining indemnification for any losses we may experience if, due to the non-performance by the purchaser of these assets, claims are made against any parent company guarantees we provided, to the extent those guarantees may be determined to have continued validity; | ||
• | the dishonesty of employees and/or other representatives or their refusal to abide by applicable laws and our established policies and rules; | ||
• | adverse weather conditions not anticipated in bids and estimates; | ||
• | project cost overruns, unforeseen schedule delays and the application of liquidated damages; | ||
• | the occurrence during the course of our operations of accidents and injuries to our personnel, as well as to third parties, that negatively affect our safety record, which is a factor used by many clients to pre-qualify and otherwise award work to contractors in our industry; | ||
• | cancellation of projects, in whole or in part, for any reason; | ||
• | failing to realize cost recoveries on claims or change orders from projects completed or in progress within a reasonable period after completion of the relevant project; | ||
• | political or social circumstances impeding the progress of our work and increasing the cost of performance; | ||
• | inability to obtain and maintain legal registration status in one or more foreign countries in which we are seeking to do business; | ||
• | failure to obtain the timely award of one or more projects; | ||
• | �� | inability to identify and acquire suitable acquisition targets or to finance such acquisitions on reasonable terms; | |
• | inability to hire and retain sufficient skilled labor to execute our current work, our work in backlog and future work we have not yet been awarded; | ||
• | inability to execute cost-reimbursable projects within the target cost, thus eroding contract margin and, potentially, contract income on any such project; | ||
• | inability to obtain sufficient surety bonds or letters of credit; | ||
• | inability to obtain adequate financing; |
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• | loss of the services of key management personnel; | ||
• | the demand for energy moderating or diminishing; | ||
• | downturns in general economic, market or business conditions in our target markets; | ||
• | changes in and interpretation of U.S. and foreign tax laws that impact our worldwide provision for income taxes and effective income tax rate; | ||
• | the potential adverse effects on our operating results if our non-U.S. operations became taxable in the United States; | ||
• | changes in applicable laws or regulations, or changed interpretations thereof, including climate change legislation; | ||
• | changes in the scope of our expected insurance coverage; | ||
• | inability to manage insurable risk at an affordable cost; | ||
• | enforceable claims for which we are not fully insured; | ||
• | incurrence of insurable claims in excess of our insurance coverage; | ||
• | the occurrence of the risk factors listed elsewhere or incorporated by reference in this prospectus or any accompanying prospectus supplement; and | ||
• | other factors, most of which are beyond our control. |
Three Months Ended | ||||||||||||||||||||||||
March 31, | Years Ended December 31, | |||||||||||||||||||||||
2011 | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||
Ratio of earnings to fixed charges | — | (1) | — | (1) | 1.67 | 2.04 | — | (1) | — | (1) |
(1) | Earnings for the three months ended March 31, 2011 and the years ended December 31, 2010, 2007 and 2006 were insufficient to cover fixed charges by $43.7 million, $66.7 million, $13.8 million and $19.7 million, respectively. |
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• | repayment or refinancing of outstanding debt; | ||
• | capital expenditures; | ||
• | acquisitions; | ||
• | investments; and | ||
• | other business opportunities. |
• | the title of the senior debt securities; | ||
• | the limit, if any, on the aggregate principal amount or aggregate initial public offering price of the senior debt securities; |
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• | the priority of payment of the senior debt securities; | ||
• | the price or prices, which may be expressed as a percentage of the aggregate principal amount, at which the senior debt securities will be issued; | ||
• | the date or dates on which the principal of the senior debt securities will be payable; | ||
• | the interest rate or rates, which may be fixed or variable, for the senior debt securities, if any, or the method of determining the same; | ||
• | the date or dates from which interest, if any, on the senior debt securities will accrue, the date or dates on which interest, if any, will be payable, the date or dates on which payment of interest, if any, will commence and the regular record dates for the interest payment dates; | ||
• | the extent to which any of the senior debt securities will be issuable in temporary or permanent global form, or the manner in which any interest payable on a temporary or permanent global senior debt security will be paid; | ||
• | each office or agency where the senior debt securities may be presented for registration of transfer or exchange; | ||
• | the place or places where the principal of and any premium and interest on the senior debt securities will be payable; | ||
• | the date or dates, if any, after which the senior debt securities may be redeemed or purchased in whole or in part, (1) at our option or (2) mandatorily pursuant to any sinking, purchase or similar fund or (3) at the option of the holder, and the redemption or repayment price or prices; | ||
• | the terms, if any, upon which the senior debt securities may be convertible into or exchanged for any other kind of our securities or indebtedness and the terms and conditions upon which the conversion or exchange would be made, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions; | ||
• | the authorized denomination or denominations for the senior debt securities; | ||
• | the currency, currencies or units based on or related to currencies for which the senior debt securities may be purchased and the currency, currencies or currency units in which the principal of and any premium and interest on the senior debt securities may be payable; | ||
• | any index used to determine the amount of payments of principal of and any premium and interest on the senior debt securities; | ||
• | the payment of any additional amounts with respect to the senior debt securities; | ||
• | whether any of the senior debt securities will be issued with original issue discount; | ||
• | information with respect to book-entry procedures, if any; | ||
• | any additional covenants or events of default not currently included in the indenture relating to the senior debt securities; and | ||
• | any other terms of the senior debt securities not inconsistent with the provisions of the indenture. |
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• | check mailed to the address of the person entitled to the payment at the address in the applicable security register; or | ||
• | wire transfer to an account maintained by the person entitled to the payment as specified in the applicable security register. |
• | any successor assumes our obligations on the senior debt securities and under the indenture; and | ||
• | after giving effect to the consolidation, merger or transfer, no event of default (as defined in the indenture) will have happened and be continuing. |
• | modify the terms of payment of principal of or any premium or interest on the senior debt securities; or | ||
• | reduce the percentage in principal amount of outstanding senior debt securities required to modify or alter the indenture. |
(1) | default in the payment of principal of or any premium on any of the outstanding senior debt securities of that series when due; | ||
(2) | default in the payment of interest on any of the outstanding senior debt securities of that series when due and continuance of such default for 30 days; | ||
(3) | default in the performance of any of our other covenants in the indenture with respect to the senior debt securities of that series and continuance of such default for 60 days after written notice; |
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(4) | certain events of bankruptcy, insolvency or reorganization relating to us; and | ||
(5) | any other event that may be specified in a prospectus supplement with respect to any series of senior debt securities. |
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• | the title of the subordinated debt securities; | ||
• | the limit, if any, on the aggregate principal amount or aggregate initial public offering price of the subordinated debt securities; | ||
• | the priority of payment of the subordinated debt securities; | ||
• | the price or prices, which may be expressed as a percentage of the aggregate principal amount, at which the subordinated debt securities will be issued; | ||
• | the date or dates on which the principal of the subordinated debt securities will be payable; | ||
• | the interest rate or rates, which may be fixed or variable, for the subordinated debt securities, if any, or the method of determining the same; | ||
• | the date or dates from which interest, if any, on the subordinated debt securities will accrue, the date or dates on which interest, if any, will be payable, the date or dates on which payment of interest, if any, will commence and the regular record dates for the interest payment dates; | ||
• | the extent to which any of the subordinated debt securities will be issuable in temporary or permanent global form, or the manner in which any interest payable on a temporary or permanent global subordinated debt security will be paid; | ||
• | each office or agency where the subordinated debt securities may be presented for registration of transfer or exchange; | ||
• | the place or places where the principal of and any premium and interest on the subordinated debt securities will be payable; | ||
• | the date or dates, if any, after which the subordinated debt securities may be redeemed or purchased in whole or in part, (1) at our option or (2) mandatorily pursuant to any sinking, purchase or similar fund or (3) at the option of the holder, and the redemption or repayment price or prices; | ||
• | the terms, if any, upon which the subordinated debt securities may be convertible into or exchanged for any other kind of our securities or indebtedness and the terms and conditions upon which the conversion or exchange would be made, including the initial conversion or exchange price or rate, the conversion period and any other additional provisions; | ||
• | the authorized denomination or denominations for the subordinated debt securities; | ||
• | the currency, currencies or units based on or related to currencies for which the subordinated debt securities may be purchased and the currency, currencies or currency units in which the principal of and any premium and interest on the subordinated debt securities may be payable; | ||
• | any index used to determine the amount of payments of principal of and any premium and interest on the subordinated debt securities; | ||
• | the payment of any additional amounts with respect to the subordinated debt securities; | ||
• | whether any of the subordinated debt securities will be issued with original issue discount; | ||
• | information with respect to book-entry procedures, if any; | ||
• | the terms of subordination; |
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• | any additional covenants or events of default not currently included in the indenture relating to the subordinated debt securities; and | ||
• | any other terms of the subordinated debt securities not inconsistent with the provisions of the indenture. |
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• | check mailed to the address of the person entitled to the payment at the address in the applicable security register; or | ||
• | wire transfer to an account maintained by the person entitled to the payment as specified in the applicable security register. |
• | any successor assumes our obligations on the subordinated debt securities and under the indenture; and | ||
• | after giving effect to the consolidation, merger or transfer, no event of default (as defined in the indenture) will have happened and be continuing. |
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• | modify the terms of payment of principal of or any premium or interest on the subordinated debt securities; | ||
• | adversely modify the subordination terms of the subordinated debt securities; or | ||
• | reduce the percentage in principal amount of outstanding subordinated debt securities required to modify or alter the indenture. |
(1) default in the payment of principal of or any premium on any of the outstanding subordinated debt securities of that series when due; | |
(2) default in the payment of interest on any of the outstanding subordinated debt securities of that series when due and continuance of such default for 30 days; | |
(3) default in the performance of any of our other covenants in the indenture with respect to the subordinated debt securities of that series and continuance of such default for 60 days after written notice; | |
(4) certain events of bankruptcy, insolvency or reorganization relating to us; and | |
(5) any other event that may be specified in a prospectus supplement with respect to any series of subordinated debt securities. |
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• | the designation of each series; | ||
• | the number of shares of each series; | ||
• | the rate of any dividends; | ||
• | whether any dividends will be cumulative or non-cumulative; | ||
• | the terms of any redemption; | ||
• | the amount payable in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the company; | ||
• | rights and terms of any conversion or exchange; | ||
• | restrictions on the issuance of shares of the same series or any other series; and | ||
• | any voting rights. |
• | decrease the amount of earnings and assets available for distribution to holders of common stock; | ||
• | adversely affect the rights and powers, including voting rights, of holders of common stock; and | ||
• | have the effect of delaying, deferring or preventing a change in control. |
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Classified Board of Directors; Removal of Directors; Advance Notice Provisions for Stockholder Nominations |
Stockholder Action by Written Consent |
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Special Meetings of Stockholders |
Issuance of Preferred Stock |
Business Combination Statute |
• | prior to such time, the board of directors of the corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; | ||
• | upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, exclusive of shares owned by directors who are also officers and by certain employee stock plans; or | ||
• | at or subsequent to such time, the business combination is approved by the board of directors and authorized at a stockholders’ meeting by at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder. |
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Debt Warrants |
Equity Warrants |
• | the specific designation and aggregate number of, and the price at which we will issue, the warrants; | ||
• | the currency with which the warrants may be purchased; | ||
• | the date on which the right to exercise the warrants will begin and the date on which that right will expire or, if you may not continuously exercise the warrants throughout that period, the specific date or dates on which you may exercise the warrants; | ||
• | whether the warrants will be issued in fully registered form or bearer form, in definitive or global form or in any combination of these forms, although, in any case, the form of a warrant included in a unit will correspond to the form of the unit and of any debt security included in that unit; | ||
• | any applicable material United States federal income tax consequences; | ||
• | the identity of the warrant agent for the warrants and of any other depositaries, execution or paying agents, transfer agents, registrars, determination agents or other agents; | ||
• | the proposed listing, if any, of the warrants or any securities purchasable upon exercise of the warrants on any securities exchange; | ||
• | if applicable, the minimum or maximum amount of the warrants that may be exercised at any one time; | ||
• | information with respect to book-entry procedures, if any; | ||
• | the terms of the securities issuable upon exercise of the warrants; | ||
• | the antidilution provisions of the warrants, if any; | ||
• | any redemption or call provisions; | ||
• | the exercise price and procedures for exercise of the warrants; | ||
• | the terms of any warrant spread and the market price of our common stock which will trigger our obligation to issue shares of our common stock in settlement of a warrant spread; | ||
• | whether the warrants are to be sold separately or with other securities as part of units; and | ||
• | any other terms of the warrants. |
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Modifications Without Consent of Warrantholders |
• | cure any ambiguity; | ||
• | cure, correct or supplement any defective or inconsistent provision; or | ||
• | amend the terms in any other manner which we may deem necessary or desirable and which will not adversely affect the interests of the affected holders in any material respect. |
Enforceability of Rights of Warrantholders |
Registration and Transfer of Warrants |
New York Law to Govern |
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• | the terms of the units and of the purchase contracts, warrants, debt securities, preferred stock, depositary shares and/or common stock comprising the units, including whether and under what circumstances the securities comprising the units may be traded separately; | ||
• | a description of the terms of any unit agreement governing the units; and | ||
• | a description of the provisions for the payment, settlement, transfer or exchange of the units. |
• | through underwriters or dealers; | ||
• | through agents; | ||
• | directly to purchasers; or | ||
• | through a combination of any of these methods of sale. |
• | their offering terms, including the name or names of any underwriters, dealers or agents; | ||
• | the purchase price of the securities and the net proceeds we may receive from the sale; | ||
• | any underwriting discounts, fees, commissions and other items constituting compensation to underwriters, dealers or agents; | ||
• | any initial public offering price; | ||
• | any discounts, commissions or concessions allowed or reallowed or paid by underwriters or dealers to other dealers; and |
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• | any securities exchanges on which the securities may be listed. |
• | at a fixed price or prices which may be changed; | ||
• | at market prices prevailing at the time of sale; | ||
• | at prices related to such prevailing market prices; or | ||
• | at negotiated prices. |
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• | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2010; | ||
• | Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011; | ||
• | Our Current Report on Form 8-K/A filed on August 4, 2010 and our Current Reports on Form 8-K filed on March 9, 2011, April 12, 2011, April 26, 2011, May 10, 2011 and May 23, 2011; and | ||
• | The description of our common stock contained in Amendment No. 1 to the Registration Statement on Form S-4 (No. 333-155281) filed on November 12, 2008, including any subsequent amendment or report filed for the purpose of updating such description. |
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4400 Post Oak Parkway
Suite 1000
Houston, TX 77027
Attention: Investor Relations
(713) 403-8000
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SEC registration fee | $ | 34,830 | ||
Legal fees and expenses | * | |||
Accounting fees and expenses | * | |||
Printing and shipping expenses | * | |||
Trustee’s and transfer agent’s fees and expenses | * | |||
Miscellaneous | * | |||
Total | $ | * | ||
* | Estimated expenses are not presently known. The foregoing sets forth the general categories of expenses (other than underwriting discounts and commissions) that we anticipate we will incur in connection with the offering of securities under this registration statement. An estimate of the aggregate expenses in connection with the issuance and distribution of the securities being offered will be included in the applicable prospectus supplement. |
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Exhibit | ||||
Number | Description | |||
1** | Form of Underwriting Agreement. | |||
2.1 | Agreement and Plan of Merger dated as of March 11, 2010, among the Company, Co Merger Sub I, Inc., Ho Merger Sub II, LLC and InfrastruX Group, Inc. (previously filed as Exhibit 2 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
2.2 | Amendment to Agreement and Plan of Merger dated as of May 17, 2010 (filed as Exhibit 2 to our Current Report on Form 8-K dated May 17, 2010, filed May 20, 2010, and incorporated herein by reference). | |||
2.3 | Second Amendment to Agreement and Plan of Merger dated as of June 22, 2010 (previously filed as Exhibit 2 to our Current Report on Form 8-K dated June 22, 2010, filed June 28, 2010, and incorporated herein by reference). | |||
2.4 | Agreement and Plan of Merger dated December 10, 2008, among Willbros Group, Inc., a Delaware corporation, Willbros Group, Inc., a Republic of Panama corporation, and Willbros Merger, Inc., a Delaware corporation (previously filed as Annex A to the proxy statement/prospectus included in our Registration Statement on Form S-4, Registration No. 333-155281, and incorporated herein by reference). | |||
4.1 | Certificate of Incorporation of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 3.1 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.2 | Bylaws of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 3.2 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.3 | Form of stock certificate for Common Stock, par value $0.05, of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed May 7, 2009, and incorporated herein by reference). | |||
4.4 | Indenture (including form of note) dated March 12, 2004 between Willbros Group, Inc., a Republic of Panama corporation, and JPMorgan Chase Bank, as trustee (previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004 and incorporated herein by reference). | |||
4.5 | First Supplemental Indenture dated September 22, 2005, between Willbros Group, Inc., a Republic of Panama corporation, and JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, as trustee, to the Indenture, dated March 12, 2004 (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated September 22, 2005, filed September 28, 2005, and incorporated herein by reference). | |||
4.6 | Second Supplemental Indenture dated as of March 3, 2009, among Willbros Group, Inc., a Republic of Panama corporation, Willbros Group, Inc., a Delaware corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as trustee, to the Indenture, dated March 12, 2004 (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). |
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Exhibit | ||||
Number | Description | |||
4.7 | Indenture (including form of note) dated December 23, 2005, among Willbros Group, Inc., a Republic of Panama corporation, Willbros USA, Inc., as guarantor and The Bank of New York, as trustee, (previously filed as Exhibit 10.1 to our Current Report on Form 8-K dated December 21, 2005, filed December 23, 2005, and incorporated herein by reference). | |||
4.8 | First Supplemental Indenture dated November 2, 2007, among Willbros Group, Inc., a Republic of Panama corporation, Willbros USA, Inc., as guarantor, and The Bank of New York, as trustee, to the Indenture dated December 23, 2005 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated November 2, 2007, filed November 5, 2007, and incorporated herein by reference). | |||
4.9 | Waiver Agreement dated November 2, 2007, between Willbros Group, Inc., a Republic of Panama corporation, and Portside Growth and Opportunity Fund with respect to the First Supplemental Indenture listed in Exhibit 4.8 above (previously filed as Exhibit 4.1 to the Current Report on Form 8-K dated November 2, 2007, filed November 5, 2007, and incorporated herein by reference). | |||
4.10 | Second Supplemental Indenture, dated as of March 3, 2009, among Willbros Group, Inc., a Republic of Panama corporation, Willbros Group, Inc., a Delaware corporation, Willbros United States Holdings, Inc., a Delaware corporation (formerly known as Willbros USA, Inc.), as guarantor, and The Bank of New York Mellon, (formerly known as The Bank of New York), as trustee (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.11 | Form of Consent Agreement and Third Supplemental Indenture (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
4.12 | Form of Amendment to Consent Agreement and Third Supplemental Indenture (previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed May 10, 2010, and incorporated herein by reference). | |||
4.13 | Form of Warrant dated October 27, 2006 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K dated October 26, 2006, filed October 27, 2006, and incorporated herein by reference). | |||
4.14 | Warrant Assumption Agreement dated as of January 30, 2009, between Willbros Group, Inc., a Republic of Panama corporation, and Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 10.3 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.15 | Stockholder Agreement dated as of March 11, 2010, between Willbros Group, Inc. and InfrastruX Holdings, LLC (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
4.16 | First Amendment to Stockholder Agreement dated as of April 21, 2011, between Willbros Group, Inc. and InfrastruX Holdings, LLC (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated April 21, 2011, filed April 26, 2011, and incorporated herein by reference). | |||
4.17 | Certificate of Designations of Series A Preferred Stock (previously filed as Exhibit 3 to our Current Report on Form 8-K dated June 30, 2010, filed July 7, 2010, and incorporated herein by reference). | |||
4.18* | Form of Indenture (Senior Debt Securities). | |||
4.19** | Form of Senior Debt Security. | |||
4.20* | Form of Indenture (Subordinated Debt Securities). | |||
4.21** | Form of Subordinated Debt Security. | |||
4.22** | Form of Deposit Agreement. | |||
4.23** | Form of Depositary Receipt (included in Exhibit 4.22). | |||
4.24** | Form of Warrant Agreement. |
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Exhibit | ||||
Number | Description | |||
4.25** | Form of Warrant Certificate (included in Exhibit 4.24). | |||
4.26** | Form of Purchase Contract. | |||
4.27** | Form of Purchase Contract Certificate (included in Exhibit 4.26). | |||
5* | Opinion of Conner & Winters, LLP, regarding the legality of the securities. | |||
8** | Opinion of Conner & Winters, LLP, regarding certain federal tax matters. | |||
12* | Statements Regarding Computation of Ratios. | |||
23.1* | Consent of Grant Thornton LLP. | |||
23.2* | Consent of KPMG LLP. | |||
23.3* | Consent of Conner & Winters, LLP (included in Exhibit 5). | |||
24* | Powers of Attorney (included on the signature pages to this Registration Statement). | |||
25.1** | Statement of Eligibility and Qualification of Trustee on Form T-1 of Trustee (Senior Debt Securities). | |||
25.2** | Statement of Eligibility and Qualification of Trustee on Form T-1 of Trustee (Subordinated Debt Securities). |
* | Included herewith. | |
** | To be filed by amendment or as an exhibit to a Current Report on Form 8-K in connection with a specific offering, or in the case of an Exhibit 25 Form T-1, as a 305B2 filing. |
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WILLBROS GROUP, INC. | ||||
By: | /s/ Robert R. Harl | |||
Robert R. Harl | ||||
Chief Executive Officer and President |
Signature | Title | Date | ||
/s/ John T. McNabb, II | Director and Chairman of the Board | May 20, 2011 | ||
/s/ Robert R. Harl | Director, Chief Executive Officer and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Van A. Welch | Chief Financial Officer and Senior Vice President (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Bayer | Director | May 20, 2011 | ||
/s/ William B. Berry | Director | May 20, 2011 | ||
/s/ Arlo B. DeKraai | Director | May 20, 2011 |
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Signature | Title | Date | ||
/s/ Edward J. Dipaolo | Director | May 20, 2011 | ||
/s/ Alan B. Levande | Director | May 20, 2011 | ||
/s/ Daniel E. Lonergan | Director | May 20, 2011 | ||
/s/ R. L. Sluder | Director | May 20, 2011 | ||
Robert L. Sluder | ||||
/s/ S. Miller Williams | Director | May 20, 2011 |
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BEMIS, LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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B&H MAINTENANCE AND CONSTRUCTION, INC. | ||||
By: | /s/ Dale Bettis | |||
Dale Bettis | ||||
President |
Signature | Title | Date | ||
/s/ Dale Bettis | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Jerrit M. Coward | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ Patrick C. Schneider | Director | May 20, 2011 |
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CHAPMAN CONSTRUCTION CO., L.P. By: Chapman Construction Management Co., Inc., its general partner | ||||||
By: | /s/ John C. Hargrave | |||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ John C. Hargrave | Director, President and Chief Executive Officer of Chapman Construction Management Co., Inc., its general partner (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer of Chapman Construction Management Co., Inc., its general partner (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director of Chapman Construction Management Co., Inc., its general partner | May 20, 2011 | ||
/s/ J. L. Gibson | Director of Chapman Construction Management Co., Inc., its general partner | May 20, 2011 | ||
/s/ William McDougall | Director of Chapman Construction Management Co., Inc., its general partner | May 20, 2011 |
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CHAPMAN CONSTRUCTION MANAGEMENT CO., INC. | ||||
By: | /s/ John C. Hargrave | |||
John C. Hargrave | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ John C. Hargrave | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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CHAPMAN HOLDING CO., INC. | ||||
By: | /s/ John C. Hargrave | |||
John C. Hargrave | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ John C. Hargrave | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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CONSTRUCTION & TURNAROUND SERVICES, L.L.C. | ||||
By: | /s/ Alan J. Black | |||
Alan J. Black | ||||
Senior Manager |
Signature | Title | Date | ||
/s/ Alan J. Black | Senior Manager (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Manager (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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CONSTRUCTION & TURNAROUND SERVICES OF CALIFORNIA, INC. | ||||
By: | /s/ Alan J. Black | |||
Alan J. Black | ||||
President |
Signature | Title | Date | ||
/s/ Alan J. Black | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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HALPIN LINE CONSTRUCTION LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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HAWKEYE, LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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INFRASTRUX GROUP COMMON PAYMASTER, LLC By: InfrastruX Group, LLC, its manager | ||||||
By: | /s/ Michael J. Giarratano | |||||
President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and President of InfrastruX Group, LLC, its manager (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer of InfrastruX Group, LLC, its manager (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director of InfrastruX Group, LLC, its manager | May 20, 2011 | ||
/s/ William McDougall | Director of InfrastruX Group, LLC, its manager | May 20, 2011 |
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INFRASTRUX GROUP, LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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INFRASTRUX HAWKEYE HOLDINGS, LLC By: InfrastruX Group, LLC, its manager | ||||||
By: | /s/ Michael J. Giarratano | |||||
President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and President of InfrastruX Group, LLC, its manager (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer of InfrastruX Group, LLC, its manager (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director of InfrastruX Group, LLC, its manager | May 20, 2011 | ||
/s/ William McDougall | Director of InfrastruX Group, LLC, its manager | May 20, 2011 |
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INTERCON CONSTRUCTION TRUCKING, INC. | ||||
By: | /s/ Jeff Hillebrandt | |||
Jeff Hillebrandt | ||||
President |
Signature | Title | Date | ||
/s/ Jeff Hillebrandt | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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INTERCON CONSTRUCTION, INC. | ||||
By: | /s/ Jeff Hillebrandt | |||
Jeff Hillebrandt | ||||
President |
Signature | Title | Date | ||
/s/ Jeff Hillebrandt | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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INTERPOWER LINE SERVICES CORPORATION | ||||
By: | /s/ Jeff Hillebrandt | |||
Jeff Hillebrandt | ||||
President |
Signature | Title | Date | ||
/s/ Jeff Hillebrandt | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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LINEAL INDUSTRIES, INC. | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Executive Vice President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Executive Vice President (Principal Executive Officer) | May 20, 2011 | ||
/s/ William McDougall | Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 |
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WILLBROS DOWNSTREAM, LLC | ||||
By: | /s/ R. E. Cellon | |||
Richard E. Cellon | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ R. E. Cellon | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Mark Dolan | Director and Vice President (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Lori Pinder | Director | May 20, 2011 |
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WILLBROS DOWNSTREAM OF OKLAHOMA, INC. | ||||
By: | /s/ R. E. Cellon | |||
Richard E. Cellon | ||||
President |
Signature | Title | Date | ||
/s/ R. E. Cellon | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Mark Dolan | Vice President (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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PREMIER UTILITY SERVICES, LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Chief Executive Officer |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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SKIBECK PIPELINE COMPANY, INC. | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Executive Vice President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Executive Vice President (Principal Executive Officer) | May 20, 2011 | ||
/s/ William McDougall | Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 |
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SKIBECK PLC, INC. | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Executive Vice President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Executive Vice President (Principal Executive Officer) | May 20, 2011 | ||
/s/ William McDougall | Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 |
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TRAFFORD CORPORATION | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
Executive Vice President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and Executive Vice President (Principal Executive Officer) | May 20, 2011 | ||
/s/ William McDougall | Director and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 |
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UTILX CORPORATION | ||||
By: | /s/ Jacob Stel | |||
Jacob Stel | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Jacob Stel | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jason French | Vice President (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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UTILX OVERSEAS HOLDINGS, INC. | ||||
By: | /s/ Jacob Stel | |||
Jacob Stel | ||||
President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Jacob Stel | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jason French | Vice President (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Michael J. Giarratano | Director | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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WILLBROS CONSTRUCTION CALIFORNIA (U.S.), INC. | ||||
By: | /s/ Lori Pinder | |||
Lori Pinder | ||||
President |
Signature | Title | Date | ||
/s/ Lori Pinder | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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WILLBROS CONSTRUCTION (U.S.), LLC | ||||
By: | /s/ Harry New | |||
Harry New | ||||
President |
Signature | Title | Date | ||
/s/ Harry New | President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Jerrit M. Coward | Director | May 20, 2011 | ||
/s/ Patrick C. Schneider | Director | May 20, 2011 |
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WILLBROS ENERGY SERVICES COMPANY | ||||
By: | /s/ Lori Pinder | |||
Lori Pinder | ||||
President |
Signature | Title | Date | ||
/s/ Lori Pinder | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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WILLBROS ENGINEERS (U.S.), LLC | ||||
By: | /s/ Edward J. Wiegele | |||
Edward J. Wiegele | ||||
President |
Signature | Title | Date | ||
/s/ Edward J. Wiegele | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ James R. Beasley | Director | May 20, 2011 | ||
/s/ Michael D. Reifel | Director | May 20, 2011 | ||
/s/ Lori Pinder | Director | May 20, 2011 |
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WILLBROS ENGINEERING CALIFORNIA (U.S.), INC. | ||||
By: | /s/ Edward J. Wiegele | |||
Edward J. Wiegele | ||||
President |
Signature | Title | Date | ||
/s/ Edward J. Wiegele | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ James R. Beasley | Director | May 20, 2011 | ||
/s/ Michael D. Reifel | Director | May 20, 2011 |
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WILLBROS GOVERNMENT SERVICES (U.S.), LLC | ||||
By: | /s/ Richard G. Norton | |||
Richard G. Norton | ||||
President |
Signature | Title | Date | ||
/s/ Richard G. Norton | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Richard G. Grossman | Director | May 20, 2011 | ||
Richard G. Grossman | ||||
/s/ Richard E. Cellon | Director | May 20, 2011 | ||
/s/ Lori Pinder | Director | May 20, 2011 |
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WILLBROS MIDSTREAM SERVICES (U.S.), LLC | ||||
By: | /s/ Edward J. Wiegele | |||
Edward J. Wiegele | ||||
President |
Signature | Title | Date | ||
/s/ Edward J. Wiegele | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ Lori Pinder | Director | May 20, 2011 |
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WILLBROS PROJECT SERVICES (U.S.), LLC | ||||
By: | /s/ Edward J. Wiegele | |||
Edward J. Wiegele | ||||
President |
Signature | Title | Date | ||
/s/ Edward J. Wiegele | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Assistant Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ James R. Beasley | Director | May 20, 2011 | ||
/s/ Lori Pinder | Director | May 20, 2011 | ||
/s/ Michael D. Reifel | Director | May 20, 2011 |
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WILLBROS REFINERY AND MAINTENANCE SERVICES (U.S.), LLC | ||||
By: | /s/ Lori Pinder | |||
Lori Pinder | ||||
President |
Signature | Title | Date | ||
/s/ Lori Pinder | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Jeffery J. Borchers | Treasurer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 |
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WILLBROS T&D SERVICES, LLC | ||||
By: | /s/ Michael J. Giarratano | |||
Michael J. Giarratano | ||||
President |
Signature | Title | Date | ||
/s/ Michael J. Giarratano | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Cindy Orlandi | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 | ||
/s/ William McDougall | Director | May 20, 2011 |
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WILLBROS UNITED STATES HOLDINGS, INC. | ||||
By: | /s/ Van A. Welch | |||
Van A. Welch | ||||
Senior Vice President and Chief Financial Officer |
Signature | Title | Date | ||
/s/ Robert R. Harl | Director, President and Chief Executive Officer (Principal Executive Officer) | May 20, 2011 | ||
/s/ Van A. Welch | Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ J. L. Gibson | Director | May 20, 2011 |
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WINK ENGINEERING, LLC | ||||
By: | /s/ Anthony E. Farris | |||
Anthony E. Farris | ||||
President |
Signature | Title | Date | ||
/s/ Anthony E. Farris | Director and President (Principal Executive Officer) | May 20, 2011 | ||
/s/ Raleigh P. Richards | Director, Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2011 | ||
/s/ R. E. Cellon | Director | May 20, 2011 |
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Exhibit | ||||
Number | Description | |||
1** | Form of Underwriting Agreement. | |||
2.1 | Agreement and Plan of Merger dated as of March 11, 2010, among the Company, Co Merger Sub I, Inc., Ho Merger Sub II, LLC and InfrastruX Group, Inc. (previously filed as Exhibit 2 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
2.2 | Amendment to Agreement and Plan of Merger dated as of May 17, 2010 (filed as Exhibit 2 to our Current Report on Form 8-K dated May 17, 2010, filed May 20, 2010, and incorporated herein by reference). | |||
2.3 | Second Amendment to Agreement and Plan of Merger dated as of June 22, 2010 (previously filed as Exhibit 2 to our Current Report on Form 8-K dated June 22, 2010, filed June 28, 2010, and incorporated herein by reference). | |||
2.4 | Agreement and Plan of Merger dated December 10, 2008, among Willbros Group, Inc., a Delaware corporation, Willbros Group, Inc., a Republic of Panama corporation, and Willbros Merger, Inc., a Delaware corporation (previously filed as Annex A to the proxy statement/prospectus included in our Registration Statement on Form S-4, Registration No. 333-155281, and incorporated herein by reference). | |||
4.1 | Certificate of Incorporation of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 3.1 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.2 | Bylaws of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 3.2 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.3 | Form of stock certificate for Common Stock, par value $0.05, of Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 4.1 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed May 7, 2009, and incorporated herein by reference). | |||
4.4 | Indenture (including form of note) dated March 12, 2004 between Willbros Group, Inc., a Republic of Panama corporation, and JPMorgan Chase Bank, as trustee (previously filed as Exhibit 10.2 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2004, filed May 7, 2004 and incorporated herein by reference). | |||
4.5 | First Supplemental Indenture dated September 22, 2005, between Willbros Group, Inc., a Republic of Panama corporation, and JPMorgan Chase Bank, N.A., successor to JPMorgan Chase Bank, as trustee, to the Indenture, dated March 12, 2004 (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated September 22, 2005, filed September 28, 2005, and incorporated herein by reference). | |||
4.6 | Second Supplemental Indenture dated as of March 3, 2009, among Willbros Group, Inc., a Republic of Panama corporation, Willbros Group, Inc., a Delaware corporation and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.), as trustee, to the Indenture, dated March 12, 2004 (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.7 | Indenture (including form of note) dated December 23, 2005, among Willbros Group, Inc., a Republic of Panama corporation, Willbros USA, Inc., as guarantor and The Bank of New York, as trustee, (previously filed as Exhibit 10.1 to our Current Report on Form 8-K dated December 21, 2005, filed December 23, 2005, and incorporated herein by reference). | |||
4.8 | First Supplemental Indenture dated November 2, 2007, among Willbros Group, Inc., a Republic of Panama corporation, Willbros USA, Inc., as guarantor, and The Bank of New York, as trustee, to the Indenture dated December 23, 2005 (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated November 2, 2007, filed November 5, 2007, and incorporated herein by reference). |
Table of Contents
Exhibit | ||||
Number | Description | |||
4.9 | Waiver Agreement dated November 2, 2007, between Willbros Group, Inc., a Republic of Panama corporation, and Portside Growth and Opportunity Fund with respect to the First Supplemental Indenture listed in Exhibit 4.8 above (previously filed as Exhibit 4.1 to the Current Report on Form 8-K dated November 2, 2007, filed November 5, 2007, and incorporated herein by reference). | |||
4.10 | Second Supplemental Indenture, dated as of March 3, 2009, among Willbros Group, Inc., a Republic of Panama corporation, Willbros Group, Inc., a Delaware corporation, Willbros United States Holdings, Inc., a Delaware corporation (formerly known as Willbros USA, Inc.), as guarantor, and The Bank of New York Mellon, (formerly known as The Bank of New York), as trustee (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.11 | Form of Consent Agreement and Third Supplemental Indenture (previously filed as Exhibit 4.2 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
4.12 | Form of Amendment to Consent Agreement and Third Supplemental Indenture (previously filed as Exhibit 4.3 to our Quarterly Report on Form 10-Q for the quarter ended March 31, 2010, filed May 10, 2010, and incorporated herein by reference). | |||
4.13 | Form of Warrant dated October 27, 2006 (previously filed as Exhibit 10.2 to our Current Report on Form 8-K dated October 26, 2006, filed October 27, 2006, and incorporated herein by reference). | |||
4.14 | Warrant Assumption Agreement dated as of January 30, 2009, between Willbros Group, Inc., a Republic of Panama corporation, and Willbros Group, Inc., a Delaware corporation (previously filed as Exhibit 10.3 to our Current Report on Form 8-K dated March 3, 2009, filed March 4, 2009, and incorporated herein by reference). | |||
4.15 | Stockholder Agreement dated as of March 11, 2010, between Willbros Group, Inc. and InfrastruX Holdings, LLC (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated March 10, 2010, filed March 16, 2010, and incorporated herein by reference). | |||
4.16 | First Amendment to Stockholder Agreement dated as of April 21, 2011, between Willbros Group, Inc. and InfrastruX Holdings, LLC (previously filed as Exhibit 4.1 to our Current Report on Form 8-K dated April 21, 2011, filed April 26, 2011, and incorporated herein by reference). | |||
4.17 | Certificate of Designations of Series A Preferred Stock (previously filed as Exhibit 3 to our Current Report on Form 8-K dated June 30, 2010, filed July 7, 2010, and incorporated herein by reference). | |||
4.18* | Form of Indenture (Senior Debt Securities). | |||
4.19** | Form of Senior Debt Security. | |||
4.20* | Form of Indenture (Subordinated Debt Securities). | |||
4.21** | Form of Subordinated Debt Security. | |||
4.22** | Form of Deposit Agreement. | |||
4.23** | Form of Depositary Receipt (included in Exhibit 4.22). | |||
4.24** | Form of Warrant Agreement. | |||
4.25** | Form of Warrant Certificate (included in Exhibit 4.24). | |||
4.26** | Form of Purchase Contract. | |||
4.27** | Form of Purchase Contract Certificate (included in Exhibit 4.26). | |||
5* | Opinion of Conner & Winters, LLP, regarding the legality of the securities. | |||
8** | Opinion of Conner & Winters, LLP, regarding certain federal tax matters. | |||
12* | Statements Regarding Computation of Ratios. | |||
23.1* | Consent of Grant Thornton LLP. | |||
23.2* | Consent of KPMG LLP. |
Table of Contents
Exhibit | ||||
Number | Description | |||
23.3* | Consent of Conner & Winters, LLP (included in Exhibit 5). | |||
24* | Powers of Attorney (included on the signature pages to this Registration Statement). | |||
25.1** | Statement of Eligibility and Qualification of Trustee on Form T-1 of Trustee (Senior Debt Securities). | |||
25.2** | Statement of Eligibility and Qualification of Trustee on Form T-1 of Trustee (Subordinated Debt Securities). |
* | Included herewith. | |
** | To be filed by amendment or as an exhibit to a Current Report on Form 8-K in connection with a specific offering, or in the case of an Exhibit 25 Form T-1, as a 305B2 filing. |