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