0001104659-18-022879.txt : 20180406
0001104659-18-022879.hdr.sgml : 20180406
20180406171204
ACCESSION NUMBER: 0001104659-18-022879
CONFORMED SUBMISSION TYPE: 3
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180327
FILED AS OF DATE: 20180406
DATE AS OF CHANGE: 20180406
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Primoris Services Corp
CENTRAL INDEX KEY: 0001361538
STANDARD INDUSTRIAL CLASSIFICATION: WATER, SEWER, PIPELINE, COMM AND POWER LINE CONSTRUCTION [1623]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 3
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34259
FILM NUMBER: 18743948
BUSINESS ADDRESS:
STREET 1: 2100 MCKINNEY AVENUE, SUITE 1500
CITY: DALLAS
STATE: TX
ZIP: 75201
BUSINESS PHONE: 214-740-5600
MAIL ADDRESS:
STREET 1: 2100 MCKINNEY AVENUE, SUITE 1500
CITY: DALLAS
STATE: TX
ZIP: 75201
FORMER NAME:
FORMER CONFORMED NAME: Primoris Services CORP
DATE OF NAME CHANGE: 20080821
FORMER NAME:
FORMER CONFORMED NAME: Rhapsody Acquisition Corp.
DATE OF NAME CHANGE: 20060503
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Willbros Group, Inc.\NEW\
CENTRAL INDEX KEY: 0001449732
STANDARD INDUSTRIAL CLASSIFICATION: OIL, GAS FIELD SERVICES, NBC [1389]
IRS NUMBER: 300513080
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4400 POST OAK PARKWAY, SUITE 1000
CITY: HOUSTON
STATE: TX
ZIP: 77027
BUSINESS PHONE: 713-403-8000
MAIL ADDRESS:
STREET 1: 4400 POST OAK PARKWAY, SUITE 1000
CITY: HOUSTON
STATE: TX
ZIP: 77027
3
1
a3.xml
3
X0206
3
2018-03-27
0
0001449732
Willbros Group, Inc.\NEW\
WGRP
0001361538
Primoris Services Corp
2100 MCKINNEY AVENUE, SUITE 1500
DALLAS
TX
75201
0
0
1
0
No securities are beneficially owned
0
D
On March 27, 2018, Primoris Services Corporation ("Primoris"), Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Primoris ("Merger Sub"), and Willbros Group, Inc. ("Willbros") entered into an Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Merger Sub will be merged with and into Willbros, with Willbros surviving and continuing as a wholly owned subsidiary of Primoris. In connection with the Merger Agreement, Primoris entered into voting agreements (the "Voting Agreements") with certain stockholders of Willbros (the "Stockholders") covering 11,060,280, or 17.5%, of Willbros outstanding Common Stock (based on Willbros outstanding Common Stock as of March 26, 2018 (as represented by the Issuer in its Annual Report for the fiscal year ended December 31, 2017 filed on Form 10-K)).
Primoris exercises voting power in limited situations over the shares of Issuer's Common Stock through the grant of an irrevocable proxy by each of the Stockholders in the Voting Agreements.
Primoris has no pecuniary interest (as defined in Rule 16a-1(a)(2) of the Exchange Act) in any of the shares of Issuer Common Stock subject to the Voting Agreements.
/s/ Peter J. Moerbeek for Primoris Services Corporation
2018-04-06