This Amendment No. 1 to Schedule 13D (this Amendment) relates to the common stock, par value $0.05 per share (Common Stock) of Willbros Group Inc., a Delaware corporation (the Issuer) and amends the initial statement on Schedule 13D filed on April 6, 2018 (the Schedule 13D). Unless otherwise specified, capitalized terms used but not otherwise defined in this Amendment shall have the meanings ascribed to them in the Schedule 13D.
On June 1, 2018, Parent and Merger Sub completed the transactions contemplated by the Agreement and Plan of Merger, dated March 27, 2018, by and among the Issuer, Parent, and Merger Sub (the Merger Agreement). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer (the Merger), with the Issuer surviving (the Surviving Corporation) the Merger as a wholly-owned subsidiary of Parent.
Item 4.
Purpose of the Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
On June 1, 2018, pursuant to the terms of the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving the Merger as a subsidiary of Parent.
At the Effective Time, each share of Common Stock issued and outstanding immediately prior to the Merger was converted into the right to receive $0.60, without interest and subject to any required tax withholding, other than (i) treasury shares or shares held by any direct or indirect wholly-owned subsidiary of the Issuer and (ii) shares held by stockholders of Issuer, if any, who properly exercise their appraisal rights under Delaware law.
At the Effective Time, the one hundred (100) shares of common stock of Merger Sub that were outstanding immediately prior to the Effective Time were converted into and became one hundred (100) shares of common stock of the Surviving Corporation.
Upon closing of the Merger, the Common Stock that previously traded under the ticker symbol WGRP, ceased trading on, and are being delisted from the OTC Markets Group.
In connection with the Merger, each member of the Board of Directors of the Issuer resigned from the Board of Directors of the Issuer, including any committee thereof. At the Effective Time, the size of the Board of Directors of the Issuer was reduced to one member, and David King was appointed as the sole member of the Board of Directors of the Issuer.
At the Effective Time, the officers of Merger Sub immediately prior to the Effective Time became the officers of the Issuer following the Effective Time.
Item 5.
Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
(a) and (b)
As a result of the Merger and pursuant to the Merger Agreement, (i) the Reporting Person acquired and, for purposes of Rule 13d-3 promulgated under the Exchange Act, beneficially owned 100% of the outstanding Common Stock and (ii) the Reporting Person has sole power to vote and dispose of 100% of the Common Stock.
(c)
Except for the Merger Agreement, the Voting Agreements, and the transactions described in this Amendment, neither the Reporting Person nor, to the knowledge of the Reporting Person, any persons named in Schedule A has effected any transaction in the Common Stock during the past 60 days.
(d)
To the knowledge of the Reporting Person, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported herein.
(e)
Not applicable.
Item 6.
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following at the end thereof:
As a result of the completion of the Merger, the Voting Agreements terminated in accordance with their terms on June 1, 2018.
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