8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported) May 9, 2018

WILLBROS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

1-34259	30-0513080
(Commission File Number)	(IRS Employer Identification No.)
4400 Post Oak Parkway, Suite 1000, Houston, Texas 77027
(Address of Principal Executive Offices) (Zip Code)

(713) 403-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 1.01. Entry into a Material Definitive Agreement.

On May 10, 2018, Willbros Group, Inc. (the “Company”) entered into the Eighth Amendment to the Credit Agreement dated as of December 15, 2014, as amended (the “Term Credit Agreement”), among the Company, as borrower, the guarantors from time to time party thereto, Primoris Services Corporation (“Primoris”), as Initial First-Out Lender, KKR Credit Advisors (US) LLC, as arranger and bookrunner, the lenders from time to time party thereto and Cortland Capital Market Services LLC, as administrative agent (the “Eighth Amendment”). Pursuant to the Eighth Amendment, Primoris has agreed to make a new loan to the Company (the “Additional First-Out Loan Commitment”), in a principal amount of $5.0 million under the Term Credit Agreement (the “Additional First Out Loan”), no earlier than one business day after the effective date of the Eighth Amendment. The Additional First-Out Loan Commitment is subject to various conditions, including that no defaults shall have occurred and be continuing under the Loan, Security and Guaranty Agreement dated as of August 7, 2013, as amended (the “ABL Credit Agreement”), or the Term Credit Agreement, other than certain specified defaults and events of default that have occurred and are continuing or will occur under the Term Credit Agreement and the ABL Credit Agreement and which are the subject of certain forbearance agreements.

The Eighth Amendment further provides that the Additional First-Out Loan shall be added to, and have the same terms as, the “Initial First-Out Loan” of $10.0 million that was drawn in full on March 30, 2018 pursuant to the seventh amendment to the Term Credit Agreement dated as of March 27, 2018 (the “Seventh Amendment”). The terms of the Seventh Amendment and the Initial First-Out Loan are described in the Company’s current report on Form 8-K dated March 26, 2018, filed on March 28, 2018.

KKR Credit Advisors (US) LLC and certain of its affiliates beneficially own 10,125,410 shares of the Company’s common stock, representing approximately 16.0 percent of the total number of shares of the Company’s common stock which are currently issued and outstanding.

Item 2.02. Results of Operations and Financial Condition.

On May 9, 2018, the Company issued a press release announcing first quarter 2018 results. A copy of the press release dated May 9, 2018, is attached as Exhibit 99 to this Form 8-K.

This information is being furnished pursuant to Item 2.02 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 of this Current Report on Form 8-K is hereby incorporated by reference into this Item 2.03.

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Item 9.01. Financial Statements and Exhibits.

(d) The following exhibits are filed or furnished herewith:

10	Eighth Amendment to Term Credit Agreement.
99	Press release dated May 9, 2018, issued by the Company.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	WILLBROS GROUP, INC.
Date: May 11, 2018	By:	/s/ Jeffrey B. Kappel
		Jeffrey B. Kappel
		Senior Vice President and Chief Financial Officer

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EX-10

Exhibit 10

EXECUTION VERSION

EIGHTH AMENDMENT dated as of May 10, 2018 (this “Amendment”), to the Credit Agreement, dated as of December 15, 2014 (as amended by that certain First Amendment, dated as of March 31, 2015, that certain Second Amendment, dated as of September 28, 2015, that certain Resignation of Administrative Agent and Appointment of Administrative Agent Agreement, dated as of February 4, 2016, that certain Third Amendment, dated as of March 1, 2016, that certain Fourth Amendment, dated as of July 26, 2016, that certain Fifth Amendment, dated as of March 3, 2017, that certain Sixth Amendment, dated as of November 6, 2017, and that certain Seventh Amendment, dated as of March 27, 2018, the “Credit Agreement”), among WILLBROS GROUP, INC., a Delaware corporation (the “Borrower”), the GUARANTORS from time to time party thereto, PRIMORIS SERVICES CORPORATION, a Delaware corporation (the “Initial First-Out Lender”), KKR CREDIT ADVISORS (US) LLC, as Arranger and Bookrunner, the LENDERS from time to time party thereto and CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent (in such capacity, the “Administrative Agent”).

WHEREAS, the Loan Parties, the Administrative Agent and the Initial First-Out Lender are parties to the Credit Agreement.

WHEREAS, the Borrower has requested that the Initial First-Out Lender extend an Additional First-Out Loan on the Tranche A Additional First-Out Loan Borrowing Date (as defined below) in a principal amount of $5,000,000, the proceeds of which will be used as set forth in the Credit Agreement and the Initial First-Out Lender desires to extend such Additional First-Out Loan to the Borrower on and subject to the terms and conditions set forth herein.

NOW, THEREFORE, in further consideration of the premises and mutual covenants contained herein, the parties hereto agree as follows:

SECTION 1.    Defined Terms. Capitalized terms used but not defined herein (including the recitals hereto) shall have the meanings assigned to such terms in the Credit Agreement.

SECTION 2.    Tranche A Additional First-Out Loan.

(a)    Subject to the occurrence of each of the Amendment Effective Date (as defined below) and the Tranche A Additional First-Out Loan Borrowing Date, the Initial First-Out Lender agrees to make an Additional First-Out Loan (such Additional First-Out Loan, the “Tranche A Additional First-Out Loan”) to the Borrower in Dollars on the Tranche A Additional First-Out Loan Borrowing Date in a principal amount of $5,000,000 (the agreement of the Initial First-Out Lender to make the Tranche A Additional First-Out Loan being referred to as the “Tranche A Additional First-Out Loan Commitment”). Subject to the terms and conditions of the Credit Agreement, the Borrower may prepay the Tranche A Additional First-Out Loan but no amount paid or repaid with respect to the Tranche A Additional First-Out Loan may be reborrowed. The Tranche A Additional First-Out Loan may be a Base Rate Loan or a Eurodollar Loan, as further provided in the Credit Agreement.

(b)    The Initial First-Out Lender shall, before 2:00 p.m. (New York time) on the Tranche A Additional First-Out Loan Borrowing Date, make available to the Administrative Agent at its address referred to in Section 10.02 of the Credit Agreement, in immediately available funds in Dollars, the entire amount of the Tranche A Additional First-Out Loan. Promptly after receipt thereof, the Administrative Agent shall make all funds so received available to the Borrower in like funds as received by the Administrative Agent by wire transfer of such funds in accordance with instructions provided to the Administrative Agent by the Borrower.

(c)    The Tranche A Additional First-Out Loan Commitment of the Initial First-Out Lender shall terminate upon the funding of the full amount of the Tranche A Additional First-Out Loan by the Initial First-Out Lender as provided in Section 2(b) above.

(d)    This Amendment constitutes an “Additional First-Out Loan Amendment” and the Tranche A Additional First-Out Loan shall constitute an “Additional First-Out Loan” for all purposes under, and as defined in, the Credit Agreement and the other Loan Documents, and the Tranche A Additional First-Out Loan shall be added to (and constitute a part of, be of the same Facility and Class as and have the same terms as) each outstanding Borrowing of the Initial First-Out Loans, so that the Initial First-Out Lender providing such Tranche A Additional First-Out Loan will participate proportionately in each outstanding Borrowing of Initial First-Out Loans.

SECTION 3.    Effectiveness of this Amendment. The effectiveness of this Amendment is subject to the satisfaction of the following conditions precedent (the first date on which such conditions precedent shall have been satisfied is referred to as the “Amendment Effective Date”):

(a)    The Initial First-Out Lender shall have executed a counterpart hereof and shall (or its counsel shall) have received from the Administrative Agent, the Borrower and each other Loan Party a counterpart of this Amendment signed on behalf of such party (which counterparts may be delivered by facsimile or electronic transmission in .pdf or .tif format).

(b)    The Primoris Merger Agreement shall not have been terminated and shall be in full force and effect in accordance with the terms thereof.

(c)    The Forbearance Agreement, and the forbearances provided for therein, shall not have been terminated, shall be in full force and effect in accordance with the terms thereof, and shall not have been amended, amended and restated, supplemented or otherwise modified since March 27, 2018.

(d)    The Limited Forbearance Agreement, dated as of March 27, 2018 (the “ABL Forbearance Agreement”), among Willbros United States Holdings, Inc., the Borrowers (solely for this purpose, as defined therein), the Borrower, the other persons party thereto as

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Guarantors (solely for this purpose, as defined therein), the lenders party thereto and Bank of America, N.A., and the forbearances provided for therein, shall not have been terminated, shall be in full force and effect in accordance with the terms thereof, and shall not have been amended, amended and restated, supplemented or otherwise modified since March 27, 2018.

(e)    The Put/Call Agreement shall not have been terminated, shall be in full force and effect in accordance with the terms thereof, and shall not have been amended, amended and restated, supplemented or otherwise modified since March 27, 2018.

(f)    The Initial First-Out Lender (or its counsel) shall have received a certificate dated the Amendment Effective Date from a Responsible Officer of the Borrower certifying that on and as of the Amendment Effective Date, (i) the representations and warranties of the Loan Parties contained in Section 5 below are true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be certified to be true and correct in all respects), except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be certified to be true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be certified to be true and correct in all respects) as of such earlier date, and (ii) the conditions set forth in Sections 3(c) and 3(d) are satisfied.

(g)    The Initial First-Out Lender (or its counsel) shall have received a certificate dated the Amendment Effective Date from the Secretary or Assistant Secretary of each Loan Party (i) attaching each Organizational Document of such Loan Party, (ii) attaching resolutions of the Board of Directors, Board of Managers or similar governing body of such Loan Party approving and authorizing the execution, delivery and performance of this Amendment and certifying that such resolutions are in full force and effect as of the Amendment Effective Date and have not been amended or rescinded, (iii) attaching a good standing certificate from the applicable Governmental Authority of such Loan Party’s jurisdiction of organization, dated as of a recent date prior to the Amendment Effective Date and (iv) including a customary incumbency certification (or certifying that the incumbency certification provided to the Initial First-Out Lender in connection with the Seventh Amendment remains accurate in all respects).

(h)    The Initial First-Out Lender (or its counsel) shall have received (i) an opinion of Cravath, Swaine & Moore LLP, special New York counsel to the Borrower, and (ii) an opinion of Conner & Winters, LLP, Delaware counsel to the Borrower, in each case, dated the Amendment Effective Date and addressed to the Initial First-Out Lender and in a form reasonably acceptable to the Initial First-Out Lender (or its counsel).

(i)    The Administrative Agent and the Initial First-Out Lender shall have received a Notice of Borrowing with respect to the Tranche A Additional First-Out Loan (which shall be in the form agreed by the Initial First-Out Lender and the Borrower and shall include an exhibit setting forth the updated 14-week cash flow budget of the Borrower and its Subsidiaries in form and substance reasonably satisfactory to the Initial First-Out Lender).

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Upon the satisfaction of the conditions set forth in this Section 3, the Initial First-Out Lender shall provide to the Borrower and the other parties hereto a written acknowledgement that the Amendment Effective Date has occurred.

SECTION 4.    Conditions to the Borrowing of the Tranche A Additional First-Out Loan. The obligation of the Initial First-Out Lender to make the Tranche A Additional First-Out Loan as set forth in Section 2 above is subject to the satisfaction of the following conditions precedent (the first date on which such conditions precedent shall have been satisfied (but that is at least one Business Day after the Amendment Effective Date) is referred to as the “Tranche A Additional First-Out Loan Borrowing Date”):

(a)    The representations and warranties of the Loan Parties contained in Section 5 below shall be true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects), except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be true and correct in all respects) as of such earlier date.

(b)    No Default shall have occurred and be continuing or would result from the making of the Tranche A Additional First-Out Loan on the Tranche A Additional First-Out Loan Borrowing Date, in each case other than the Specified Defaults (as defined in the Forbearance Agreement and hereafter referred to as the “Specified Term Defaults”).

(c)    No Default or Event of Default (solely for this purpose, as defined in the ABL Credit Agreement) shall have occurred and be continuing or would result from the making of the Tranche A Additional First-Out Loan on the Tranche A Additional First-Out Loan Borrowing Date, in each case other than the Specified Defaults (as defined in the ABL Forbearance Agreement and hereinafter referred to as the “Specified ABL Defaults”).

(d)    The Initial First-Out Lender (or its counsel) shall have received a certificate dated the Tranche A Additional First-Out Loan Borrowing Date from a Responsible Officer of the Borrower certifying that on and as of the Tranche A Additional First-Out Loan Borrowing Date, (i) the representations and warranties of the Loan Parties contained in Section 5 below are true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be certified to be true and correct in all respects), except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty shall be certified to be true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty shall be certified to be true and correct in all respects) as of such earlier date and (ii) the conditions set forth in Sections 4(b), 4(c), 4(e), 4(f) and 4(g) are satisfied.

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(e)    Each of the Forbearance Agreement and the ABL Forbearance Agreement (and the forbearances provided for therein) shall not have been terminated and shall be in full force and effect in accordance with the terms thereof and shall not have been amended, amended and restated, supplemented or otherwise modified since March 27, 2018.

(f)    No Triggering Event (as defined in the Primoris Merger Agreement) shall have occurred on the Tranche A Additional First-Out Loan Borrowing Date.

(g)    After giving effect to the making of the Tranche A Additional First-Out Loan on the Tranche A Additional First-Out Loan Borrowing Date, the Borrower and its Subsidiaries shall be substantially in compliance with the 14-week cash flow budget (as updated in accordance with the terms of the ABL Forbearance Agreement) of the Borrower and its Subsidiaries attached to the Notice of Borrowing delivered pursuant to Section 3(i) above.

SECTION 5.    Representations and Warranties. Each Loan Party represents and warrants as of each of the Amendment Effective Date and the Tranche A Additional First-Out Loan Borrowing Date as follows:

(a)    Authority, Etc. Each of the Loan Parties has the requisite organizational power and authority to execute, deliver and perform this Amendment. The execution, delivery and performance by each Loan Party of this Amendment (i) have been duly authorized by all necessary organizational action on the part of such Loan Party, (ii) do not and will not (A) contravene the terms of such Loan Party’s Organizational Documents, (B) violate any Legal Requirement or (C) conflict with or result in any breach or contravention of, or the creation of any Lien (other than any Lien created under the Loan Documents and Liens created under the ABL Documents) under, (1) the provisions of any indenture, instrument or agreement to which such Loan Party is a party or by which it or its property is bound or (2) any order injunction, writ or decree of any Governmental Authority or any arbitral award to which such Loan Party or its property is subject, except, in the case of clauses (ii)(B) and (ii)(C) above, to the extent any of the foregoing could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. No authorization, approval, consent, exemption or other action by, or notice to or filing with, any Governmental Authority is necessary or required on the part of any Loan Party in connection with the execution, delivery and performance by any Loan Party of this Amendment, except (I) as such have been obtained or made and are in full force and effect, and (II) actions by, and notices to or filings with, Governmental Authorities (including the SEC) that may be required in the ordinary course of business from time to time or that may be required to comply with the express requirements of the Loan Documents.

(b)    Enforceability. This Amendment has been duly executed and delivered by each Loan Party. This Amendment constitutes a legal, valid and binding obligation of each Loan Party, enforceable against such Loan Party in accordance with its terms, except as such enforceability may be limited by any applicable bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or similar law affecting creditors’ rights generally or general principles of equity.

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(c)    Representations and Warranties. After giving effect to this Amendment and, on the Tranche A Additional First-Out Loan Borrowing Date, the Tranche A Additional First-Out Loan to be made on such date, the representations and warranties contained in Article IV of the Credit Agreement are true and correct in all material respects (provided that to the extent any representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) on and as of each of the Amendment Effective Date and the Tranche A Additional First-Out Loan Borrowing Date, except to the extent any such representation and warranty relates to an earlier date, in which case such representation and warranty is true and correct in all material respects (provided that to the extent any such representation and warranty is qualified as to “Material Adverse Effect” or otherwise as to “materiality”, such representation and warranty is true and correct in all respects) as of such earlier date; provided that, notwithstanding the foregoing, no representation and warranty is made by any Loan Party under this Section 5(c) with respect to the Excluded Representations. For purposes hereof, “Excluded Representations” means the representations and warranties set forth in Sections 4.06(d), 4.10(a) (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(b) (insofar as such representation and warranty relates to the absence of the Specified Term Defaults or the Specified ABL Defaults), 4.10(c) (insofar as such representation and warranty relates to the absence of the Specified ABL Default) and 4.20 of the Credit Agreement.

(d)    No Default. After giving effect to this Amendment and, on the Tranche A Additional First-Out Loan Borrowing Date, the Tranche A Additional First-Out Loan to be made on such date, no Default or Event of Default (other than any Specified Term Default) has occurred and is continuing as of the Amendment Effective Date or the Tranche A Additional First-Out Loan Borrowing Date, as applicable.

SECTION 6.    Reaffirmation and Ratification. On the Amendment Effective Date and as of the Tranche A Additional First-Out Loan Borrowing Date, the Loan Parties hereby:

(a)    acknowledge and agree that the Liens and security interests created under the Security Agreement and the other Security Documents in favor of the Administrative Agent for the benefit of the Secured Parties and securing payment of all Obligations (including, without limitation, all Obligations arising with respect to the Tranche A Additional First-Out Loan) outstanding pursuant to the Credit Agreement shall remain in full force and effect with respect to the Obligations (including, without limitation, all Obligations arising with respect to the Tranche A Additional First-Out Loan) and are hereby and thereby reaffirmed;

(b)    acknowledge and reaffirm their respective obligations as set forth in each Loan Document (as amended or otherwise modified by this Amendment), including, without limitation, all Obligations under the Credit Agreement and the other Loan Documents (as amended or otherwise modified by this Amendment);

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(c)    agree to continue to comply with, and be subject to, all of the terms, provisions, conditions, covenants, agreements and obligations applicable to them set forth in each Loan Document (as amended or otherwise modified by this Amendment), which remain in full force and effect;

(d)    confirm, ratify and reaffirm that (i) the guarantees and indemnities given by them pursuant to the Credit Agreement and/or any other Loan Documents continue in full force and effect, following and notwithstanding the amendments thereto pursuant to this Amendment, and (ii) the security interest granted to the Administrative Agent, for the benefit of the Secured Parties, pursuant to the Loan Documents in all of their right, title and interest in all then existing and thereafter acquired or arising Collateral in order to secure prompt payment and performance of the Obligations (including, without limitation, all Obligations arising with respect to the Tranche A Additional First-Out Loan), is continuing and is and shall remain unimpaired and continue to constitute a first priority security interest (subject to Permitted Liens) in favor of the Administrative Agent, for the benefit of the Secured Parties, with the same force, effect and priority in effect immediately prior to entering into this Amendment; and

(e)    confirm, ratify and reaffirm the validity and enforceability of the appointment of the Administrative Agent as attorney-in-fact (and where applicable, its proxy) under each applicable Loan Document and, on the terms and conditions of such appointment under such applicable Loan Document, hereby reappoint the Administrative Agent as attorney-in-fact (and where applicable, its proxy), which appointment is irrevocable and coupled with an interest, in each case with full authority, after the occurrence and during the continuance of an Event of Default, to act for such Loan Party and in the name of such Loan Party, in each case, in accordance with, and to the extent of, its powers as an attorney-in-fact specified in such applicable Loan Document.

SECTION 7.    Effects on Loan Documents. Except as specifically amended herein or pursuant hereto, all provisions of the Credit Agreement and the other Loan Documents shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. Except as otherwise expressly provided herein, the execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of any Lender, the Arranger or the Administrative Agent under any of the Loan Documents or constitute a waiver or consent of any provision of the Loan Documents or to any further or future action on the part of the Loan Parties that would require a waiver or consent of the Majority Lenders, any other Lender or the Administrative Agent.

SECTION 8.    GOVERNING LAW; WAIVER OF JURY TRIAL. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK. EACH PARTY HERETO HEREBY AGREES AS SET FORTH FURTHER IN SECTION 10.13 OF THE CREDIT AGREEMENT AS IF SUCH SECTION WAS SET FORTH IN FULL HEREIN, MUTATIS MUTANDIS.

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SECTION 9.    Loan Document. This Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents. From and after the Amendment Effective Date, the terms “Agreement”, “this Agreement”, “herein”, “hereafter”, “hereto”, “hereof” and words of similar import, as used in the Credit Agreement and the other Loan Documents, shall refer to the Credit Agreement as amended hereby.

SECTION 10.    Execution in Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), including by means of facsimile or electronic transmission, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument.

SECTION 11.    Modifications. Notwithstanding anything to the contrary set forth in the Credit Agreement, the provisions of this Amendment may not be waived, amended, supplemented or otherwise modified without the prior written consent of the Initial First-Out Lender. For the avoidance of doubt, notwithstanding the foregoing, the Credit Agreement may be further waived, amended, supplemented or otherwise modified from time to time in accordance with the terms thereof.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective proper and duly authorized officers as of the date first above written.

WILLBROS GROUP, INC.
By:	/s/ Michael Fournier
Name:	Michael Fournier
Title:	President & CEO

[Signature Page to Eighth Amendment]

ACKNOWLEDGED AND AGREED BY:

CHAPMAN CONSTRUCTION CO., L.P.

CHAPMAN CONSTRUCTION MANAGEMENT CO., INC.

CONSTRUCTION TANK SERVICES LLC

LINEAL INDUSTRIES, INC.

WILLBROS CONSTRUCTION (U.S.), LLC

WILLBROS ENGINEERING & SERVICES, LLC

WILLBROS T&D SERVICES, LLC

WILLBROS UNITED STATES HOLDINGS, INC.

WILLBROS UTILITY T&D GROUP COMMON PAYMASTER, LLC

WILLBROS UTILITY T&D HOLDINGS, LLC

WILLBROS UTILITY T&D OF NEW YORK, LLC

WILLBROS WEST COAST SERVICES, INC.

By:	/s/ Jonathan Davis
Name:	Jonathan Davis
Title:	Authorized Person

[Signature Page to Eighth Amendment]

CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent,
By:	/s/ Emily Ergang Pappas
Name:	Emily Ergang Pappas
Title:	Associate Counsel

[Signature Page to Eighth Amendment]

PRIMORIS SERVICES CORPORATION, as the Initial First-Out Lender,
By:	/s/ Peter J. Moerbeek
Name:	Peter J. Moerbeek
Title:	Executive Vice President, Chief Financial Officer

[Signature Page to Eighth Amendment]

EX-99

Exhibit 99

   

Willbros Reports First Quarter 2018 Results

• Definitive proxy statement filed May 2, 2018

• Special Meeting of Stockholders scheduled for May 31, 2018

• Process to finalize merger remains on schedule

HOUSTON, TX, May 9, 2018 — Willbros Group, Inc. (OTC:WGRP) today announced financial results for the first quarter of 2018. The Company reported a net loss of $17.0 million, or $(0.27) per diluted share, in the first quarter of 2018 on revenue of $201.0 million, compared to a net loss of $17.8 million, or $(0.29) per diluted share, in the first quarter of 2017 on revenue of $163.9 million.

An operating loss of $10.5 million in the first quarter of 2018 compares to an operating loss of $14.9 million in the first quarter of 2017. Included in the first quarter of 2018 operating loss are $8.4 million of other charges, primarily related to professional fees associated with evaluating various strategic alternatives, including negotiation of the pending transaction with Primoris Services Corporation. Also included in the first quarter of 2018 operating loss are $6.1 million of gains on the sale of assets, primarily related to the previously announced sales of the mainline pipeline construction assets and the tank services business.

Michael Fournier, President and CEO, commented, “Integration planning with Primoris has commenced and we are focused on finalizing the transaction. The special meeting of stockholders is scheduled for May 31, 2018 and, assuming transaction approval is obtained, completion of the merger will occur quickly.”

Backlog

Twelve-month backlog of $425.3 million at March 31, 2018 decreased $51.9 million, or approximately 11% from December 31, 2017, primarily due to a significant reduction in the Oil & Gas segment backlog resulting from work completed on the mainline pipeline and facility construction projects. Both the Utility T&D and Canada segments reported an increase in twelve-month backlog at March 31, 2018 compared to December 31, 2017.

Total backlog of $635.4 million at March 31, 2018 increased $19.0 million from December 31, 2017, with all of the increase attributable to the Utility T&D segment.

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	CONTACT:
	Stephen W. Breitigam
	SVP Investor Relations
	Willbros 713-403-8172

Segment Operating Results

Utility T&D

The Utility T&D segment reported revenue of $112.6 million for the first quarter of 2018, a $2.9 million decrease compared to the first quarter of 2017. The segment reported operating income of $1.9 million in the first quarter of 2018 compared to operating income of $0.8 million in the first quarter of 2017. The higher operating income was generated by improved margins in the electric transmission business due to productivity gains and greater equipment utilization, coupled with margin improvement in the expanding WTD Southeast distribution business due to revenue growth. These improvements were partially offset by margin deterioration in the WTD East distribution business due to a reduction in volume and lengthy weather delays on existing projects.

Oil & Gas

For the first quarter of 2018, the Oil & Gas segment reported revenue of $62.6 million and operating income of $1.0 million, an $8.3 million increase in operating income from the first quarter of 2017 when this segment generated $22.4 million in revenue. The improvement in operating income was primarily due to a gain on asset sales of $5.5 million, an increase in the utilization of equipment and a reduction of operating losses associated with our mainline pipeline and integrity construction businesses.

Canada

Canada revenue of $25.8 million for the first quarter of 2018 was relatively flat when compared to the first quarter of 2017. The segment reported an operating loss of $0.9 million in the first quarter of 2018 compared to an operating loss of $3.3 million in the first quarter of 2017. This improvement in operating income was primarily driven by a higher volume of maintenance work and specialty fabrication projects.

Liquidity

Total liquidity at March 31, 2018 was $21.4 million which represents only unrestricted cash and cash equivalents. In March 2018, we entered into forbearance agreements with our lenders as a result of noncompliance with certain provisions of our term and ABL credit agreements. The forbearance agreements provide that our lenders will refrain from pursuing any remedies with respect to certain events of default under our credit agreements for a limited period as we work to complete the merger transaction and provided we comply with the provisions of the agreements. The ABL forbearance agreement also prohibits the company from borrowing additional funds under its existing ABL credit facility. At March 31, 2018, borrowings under the ABL credit facility totaled $23.0 million. On March 30, 2018, an additional $10 million loan was provided under the term credit agreement by Primoris. The Primoris loan is repayable if the transaction does not close.

    2 of 3 CONTACT: Stephen W. Breitigam SVP Investor Relations Willbros 713-403-8172

Total liquidity was $48.8 million at December 31, 2017, consisting of $33.5 million of unrestricted cash and revolver availability of $15.3 million. This significant reduction in liquidity during the first quarter of 2018 was primarily due to the operating losses incurred in the fourth quarter of 2017 and first quarter of 2018 and our inability to access the revolver under the ABL forbearance agreement.

Conference Call

As a result of Willbros’ pending transaction with Primoris Services Corporation, the company will not hold a conference call to discuss its first quarter of 2018 results.

About Willbros

Willbros is a specialty energy infrastructure contractor serving the oil and gas and power industries with offerings that primarily include construction, maintenance and facilities development 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 the company’s stockholders may not approve the merger transaction; the conditions to the completion of the transaction may not be satisfied, or any regulatory approvals required for the transaction may not be obtained on the terms expected, on the anticipated schedule, or at all; closing of the transaction may not occur or may be delayed, either as a result of litigation related to the transaction or otherwise; the parties may be unable to achieve the anticipated benefits of the transaction; completing the merger may distract the company’s management from other important matters; inability to obtain additional waivers, amendments or other forbearance under the company’s existing loan agreements; inability to achieve anticipated margins on fixed price contracts; unanticipated accounting or other issues regarding any material weaknesses in internal control over financial reporting; 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; the existence of other material weaknesses in internal control over financial reporting; contract and billing disputes; 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; development trends of the oil and gas, and power 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.

SCHEDULES TO FOLLOW

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    3 of 3 CONTACT: Stephen W. Breitigam SVP Investor Relations Willbros 713-403-8172

WILLBROS GROUP, INC.

(In thousands, except per share amounts)

	Three Months Ended March 31,
	2018			2017
Income Statement
Contract revenue
Utility T&D	$	112,612		$	115,508
Canada		25,803			25,960
Oil & Gas		62,639			22,432
Eliminations		(74	)		—
		200,980			163,900
Operating expenses
Utility T&D		110,704			114,724
Canada		26,653			29,300
Oil & Gas		61,636			29,768
Corporate		12,534			4,961
Eliminations		(74	)		—
		211,453			178,753
Operating income (loss)
Utility T&D		1,908			784
Canada		(850	)		(3,340	)
Oil & Gas		1,003			(7,336	)
Corporate		(12,534	)		(4,961	)
Operating loss		(10,473	)		(14,853	)
Non-operating expenses
Interest expense		(6,528	)		(3,488	)
Interest income		8			8
Other, net		37			(3	)
		(6,483	)		(3,483	)
Loss from continuing operations before income taxes		(16,956	)		(18,336	)
Benefit for income taxes		(221	)		(600	)
Loss from continuing operations		(16,735	)		(17,736	)
Loss from discontinued operations net of provision for income taxes		(230	)		(31	)
Net loss	$	(16,965	)	$	(17,767	)
Basic loss per share attributable to Company shareholders:
Continuing operations	$	(0.27	)	$	(0.29	)
Discontinued operations		—			—
	$	(0.27	)	$	(0.29	)
Diluted loss per share attributable to Company shareholders:
Continuing operations	$	(0.27	)	$	(0.29	)
Discontinued operations		—			—
	$	(0.27	)	$	(0.29	)
Cash Flow Data
Continuing operations
Cash provided by (used in)
Operating activities	$	(25,939	)	$	(3,685	)
Investing activities		9,963			1,551
Financing activities		4,517			(2,454	)
Foreign exchange effects		(139	)		86
Discontinued operations		(404	)		(240	)
Other Data (Continuing Operations)
Weighted average shares outstanding
Basic		62,405			61,830
Diluted		62,405			61,830
Adjusted EBITDA from continuing operations(1)	$	(3,347	)	$	(9,012	)
Purchases of property, plant and equipment		385			493
Reconciliation of Non-GAAP Financial Measures
Adjusted EBITDA from continuing operations (1)
Loss from continuing operations	$	(16,735	)	$	(17,736	)
Interest expense		6,528			3,488
Interest income		(8	)		(8	)
Benefit for income taxes		(221	)		(600	)
Depreciation and amortization		4,315			5,037
Stock based compensation		524			906
Legal and consulting costs		7,384			274
Restructuring related costs		946			323
Gain on sale of assets		(6,080	)		(696	)
Adjusted EBITDA from continuing operations(1)	$	(3,347	)	$	(9,012	)

	March 31, 2018			December 31, 2017
Balance Sheet Data
Cash and cash equivalents	$	21,364		$	33,472
Working capital		(92,364	)		(83,884	)
Total assets		349,039			363,877
Total debt		139,902			133,283
Stockholders’ equity		15,173			31,708
Backlog Data (2)
12 Month Backlog by Reporting Segment
Utility T&D	$	321,131		$	307,122
Canada		55,081			51,714
Oil & Gas		49,042			118,278
12 Month Backlog	$	425,254		$	477,114
12 Month Backlog exclusive of Tank Services & Mainline Pipeline Construction Services
12 Month Backlog, as reported	$	425,254		$	477,114
Mainline Pipeline Construction Services 12 Month Backlog		9,053			20,734
Tank Services 12 Month Backlog		1,317			18,258
12 Month Backlog, exclusive of Tank Services and Mainline Pipeline Construction Services	$	414,884		$	438,122
Total Backlog By Reporting Segment
Utility T&D	$	489,351		$	387,284
Canada		96,970			110,770
Oil & Gas		49,042			118,278
Total Backlog	$	635,363		$	616,332
Total Backlog exclusive of Tank Services & Mainline Pipeline Construction Services
Total Backlog, as reported	$	635,363		$	616,332
Mainline Pipeline Construction Services Total Backlog		9,053			20,734
Tank Services Total Backlog		1,317			18,258
Total Month Backlog, exclusive of Tank Services and Mainline Pipeline Construction Services	$	624,993		$	577,340

(1) Adjusted EBITDA from continuing operations is defined as income (loss) from continuing operations before interest expense (income), income tax expense (benefit) and depreciation and amortization, adjusted for items broadly consisting of selected items which management does not consider representative of our ongoing operations and certain non-cash items of the Company. Management uses Adjusted EBITDA from continuing operations as a supplemental performance measure for comparing normalized operating results with corresponding historical periods and with the operational performance of other companies in our industry and for presentations made to analysts, investment banks and other members of the financial community who use this information in order to make investment decisions about us.

Adjusted EBITDA from continuing operations is not a financial measurement recognized under U.S. generally accepted accounting principles, or U.S. GAAP. When analyzing our operating performance, investors should use Adjusted EBITDA from continuing operations in addition to, and not as an alternative for, net income, operating income, or any other performance measure derived in accordance with U.S. GAAP, or as an alternative to cash flow from operating activities as a measure of our liquidity. Because all companies do not use identical calculations, our presentation of Adjusted EBITDA from continuing operations may be different from similarly titled measures of other companies.

(2) Backlog is anticipated contract revenue from uncompleted portions of existing contracts and contracts whose award is reasonably assured. Master Service Agreement (“MSA”) backlog is estimated for the remaining term of the contract. MSA backlog is determined based on historical trends inherent in the MSAs, factoring in seasonal demand and projecting customer needs based on ongoing communications. Backlog is not a term recognized under U.S. GAAP; however, it is a common measurement used in our industry.