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 17, 2010
WILLBROS GROUP, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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| 1-11953
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30-0513080 |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Merger Agreement
On May 17, 2010, Willbros Group, Inc., a Delaware corporation (the “Company”), Co Merger Sub
I, Inc., a Washington corporation and a wholly-owned subsidiary of the Company, Ho Merger Sub II,
LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Company, and
InfrastruX Group, Inc., a Washington corporation (“InfrastruX”), entered into an Amendment to
Agreement and Plan of Merger (the “Amendment”), amending the Agreement and Plan of Merger dated as
of March, 11, 2010, by and among such parties, to extend the closing date and dates respecting
certain termination rights by approximately one month.
A copy of the Amendment is attached as Exhibit 2 hereto and is incorporated by reference into
this Item 1.01 as though fully set forth herein.
Item 7.01. Regulation FD Disclosure.
On
March 11, 2010, the Company announced that it had entered into an
Agreement and Plan of Merger to acquire InfrastruX,
a leading national provider of electric power and natural gas transmission and
distribution infrastructure services.
All references in this Item 7.01
and in the exhibits included with this Item 7.01 to
“Willbros”, “Company”, “we”, “us” and “our” refer to Willbros Group, Inc., its consolidated
subsidiaries and their predecessors, except where references are on a pro forma basis after giving
effect to our acquisition of InfrastruX Group, Inc.
In connection with the Company’s pending acquisition of InfrastruX and the Company’s previous
announcement of the offering of $250 million aggregate principal amount of senior secured second
lien notes due 2016, the Company is providing in exhibits to this Current Report on Form 8-K
updated disclosure relating to the description of the Company’s business on a stand-alone and pro
forma basis and updated risk factors. The updated risk factors should be read in conjunction with
the risk factors previously set forth in the Company’s Annual Report on Form 10-K for the fiscal
year ended December 31, 2009, under the caption “RISKS RELATED TO OUR COMMON STOCK,” and the risk
factor previously set forth in the Company’s Quarterly Report on Form 10-Q for the quarter ended
March 31, 2010, entitled “The Company’s pending acquisition of InfrastruX is subject to various
risks that could have a material adverse effect on the Company’s results of operations, financial
condition and market price for its common stock.”
Also
included as an exhibit to this Current Report on Form 8-K are audited historical consolidated financial
statements of InfrastruX for the years ended December 31, 2009, 2008 and 2007 and unaudited
historical consolidated financial statements of InfrastruX for the three months ended March 31,
2010 and 2009. Also included are unaudited pro forma condensed financial statements of the Company
for the year ended December 31, 2009 and the three months ended March 31, 2010, which have been
prepared to give effect to the pending acquisition of InfrastruX and other related transactions.
The pro forma financial
statements are presented for informational purposes only and do not purport to represent what the
Company’s results of operations or financial position would have been had the transactions
reflected occurred on the dates indicated or to project the Company’s financial position as of any
future date or the Company’s results of operations for any future period.
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