WG / Willbros Group, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Willbros Group, Inc.
US ˙ NYSE
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
CIK 1449732
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Willbros Group, Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 19, 2018 15-12B

WG / Willbros Group, Inc. 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-34259 Willbros Group, Inc. (Exact name of registrant as specified in its

June 7, 2018 SC 13D/A

WG / Willbros Group, Inc. / Primoris Services Corp - SC 13D/A Activist Investment

SC 13D/A 1 a18-150421sc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities and Exchange Act of 1934 (Amendment No. 1)* Willbros Group, Inc. (Name of Issuer) Common Stock, par value $0.05 per share (T

June 6, 2018 EX-3.2

Amended and Restated Bylaws of Willbros Group, Inc.

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF WILLBROS GROUP, INC. (a Delaware corporation) ARTICLE I Stockholders SECTION 1. Annual Meetings. The annual meeting of stockholders of Wilbros Group, Inc., a Delaware corporation (the “Corporation”), for the election of directors and for the transaction of such other business as may properly come before the meeting shall be held each year at such date and

June 6, 2018 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 June 6, 2018 (May 31, 2018) Date of Report (Date of earliest event reported) Willbros Group, Inc. (Exact name of Registrant as specified in its charter) Delaware 001-34259 30-0513080 (State or other jurisdiction (Commission File Numb

June 6, 2018 EX-3.1

Restated Certificate of Incorporation of Willbros Group, Inc.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WILLBROS GROUP, INC. FIRST: The name of the corporation is Willbros Group, Inc. (the “Corporation”). SECOND: The address of the Corporation’s registered office in the State of Delaware is 251 Little Falls Drive, Wilmington, County of New Castle, Delaware 19808. The name of its registered agent at such address is Corporation Service C

June 5, 2018 SC 13D/A

WG / Willbros Group, Inc. / KKR Asset Management LLC - SC 13D/A Activist Investment

SC 13D/A 1 formsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* WILLBROS GROUP, INC. (Name of Issuer) Common Stock, $0.05 par value (Title of Class of Securities) 969203 10 8 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

S-8 POS 1 a18-1478010s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 1, 2018 Registration No. 333-18421 Registration No. 333-53748 Registration No. 333-74290 Registration No. 333-135543 Registration No. 333-139353 Registration No. 333-151795 Registration No. 333-151796 Registration No. 333-167940 Registration No. 333-182431 Registration No. 333-182432 Registration No

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

S-8 POS 1 a18-147804s8pos.htm S-8 POS As filed with the Securities and Exchange Commission on June 1, 2018 Registration No. 333-18421 Registration No. 333-53748 Registration No. 333-74290 Registration No. 333-135543 Registration No. 333-139353 Registration No. 333-151795 Registration No. 333-151796 Registration No. 333-167940 Registration No. 333-182431 Registration No. 333-182432 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 S-8 POS

WG / Willbros Group, Inc. S-8 POS

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 POS AM

WG / Willbros Group, Inc. POS AM

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 POS AM

WG / Willbros Group, Inc. POS AM

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 POS AM

WG / Willbros Group, Inc. POS AM

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

June 1, 2018 POS AM

WG / Willbros Group, Inc. POS AM

As filed with the Securities and Exchange Commission on June 1, 2018 Registration No.

May 31, 2018 SD

WG / Willbros Group, Inc. SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WILLBROS GROUP, INC.

May 11, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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.

May 11, 2018 EX-10

Eighth Amendment to Term Credit Agreement.

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 Februa

May 11, 2018 EX-99

SCHEDULES TO FOLLOW 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 )

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.

May 9, 2018 10-Q

The unaudited consolidated financial statements of Willbros (SEC File No. 1-34259) for the quarter ended March 31, 2018 are incorporated by reference to Willbros’ Form 10-Q filed with the Commission on May 9, 2018

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1

May 2, 2018 DEFM14A

WG / Willbros Group, Inc. DEFM14A

DEFM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 30, 2018 10-K/A

WG / Willbros Group, Inc. 10-K/A (Annual Report)

10-K/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 18, 2018 EX-99.E

Exhibit E

EXHIBIT E EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS FUNDING LLC (“Stockholder”).

April 18, 2018 EX-99.G

Exhibit G

EXHIBIT G EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS FUNDING III LLC (“Stockholder”).

April 18, 2018 SC 13D/A

WG / Willbros Group, Inc. / KKR Asset Management LLC - SC 13D/A Activist Investment

SC 13D/A 1 formsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* WILLBROS GROUP, INC. (Name of Issuer) Common Stock, $0.05 par value (Title of Class of Securities) 969203 10 8 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019

April 18, 2018 EX-99.I

Exhibit I

EXHIBIT I EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR — VRS CREDIT PARTNERS L.

April 18, 2018 EX-99.F

Exhibit F

EXHIBIT F EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS II L.

April 18, 2018 EX-99.H

Exhibit H

EXHIBIT H EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR CREDIT SELECT FUNDING LLC (“Stockholder”).

April 12, 2018 EX-99.25

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'Commission') of its intention to remove the entire class of the common stock (the 'Common Stock') of Willbros Group, Inc.

April 10, 2018 PREM14A

WG / Willbros Group, Inc. PREM14A

PREM14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 6, 2018 EX-99.2

VOTING AND SUPPORT AGREEMENT

Exhibit 2 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS FUNDING LLC (“Stockholder”).

April 6, 2018 EX-99.6

VOTING AND SUPPORT AGREEMENT

Exhibit 6 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR — VRS CREDIT PARTNERS L.

April 6, 2018 EX-99.11

VOTING AND SUPPORT AGREEMENT

Exhibit 11 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between Primoris Services Corporation, a Delaware corporation (“Parent”), and W.

April 6, 2018 EX-99.7

VOTING AND SUPPORT AGREEMENT

Exhibit 7 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and CORPORATE CAPITAL TRUST, INC.

April 6, 2018 EX-99.3

VOTING AND SUPPORT AGREEMENT

Exhibit 3 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS II L.

April 6, 2018 SC 13D

WG / Willbros Group, Inc. / Primoris Services Corp - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (RULE 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) Under the Securities and Exchange Act of 1934 Willbros Group, Inc. (Name of Issuer) Common Stock, par value $0.05 per share (Title of Class of Securities) 969203108 (CUSIP Number) Primor

April 6, 2018 EX-99.5

VOTING AND SUPPORT AGREEMENT

Exhibit 5 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR CREDIT SELECT FUNDING LLC (“Stockholder”).

April 6, 2018 EX-99.9

VOTING AND SUPPORT AGREEMENT

Exhibit 9 VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between Primoris Services Corporation, a Delaware corporation (“Parent”), and Michael J.

April 6, 2018 EX-99.4

VOTING AND SUPPORT AGREEMENT

Exhibit 4 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and KKR LENDING PARTNERS FUNDING III LLC (“Stockholder”).

April 6, 2018 EX-99.8

VOTING AND SUPPORT AGREEMENT

Exhibit 8 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between PRIMORIS SERVICES CORPORATION, a Delaware corporation (“Parent”), and LINCOLN INVESTMENT SOLUTIONS, INC.

April 6, 2018 EX-99.10

VOTING AND SUPPORT AGREEMENT

Exhibit 10 EXECUTION VERSION VOTING AND SUPPORT AGREEMENT THIS VOTING AND SUPPORT AGREEMENT (“Agreement”) is entered into as of March 27, 2018, by and between Primoris Services Corporation, a Delaware corporation (“Parent”), and S.

April 3, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 29, 2018 WILLBROS GROUP, INC.

April 3, 2018 EX-99

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended December 31, Year Ended December 31, 2017 2016 2017 2016 Income Statement Contract revenue Utility T&D $ 109,881 $ 105,321 $ 506,978 $ 418,387 Canada

EX-99 Exhibit 99 Willbros Reports Fourth Quarter and Full Year 2017 Results • Q1 2018 Backlog Additions of $212 Million for the Utility T&D Segment • Willbros shares are now traded on the OTC under the symbol WGRP • Due to the Recent Transaction Announcement with Primoris Services Corporation, No Conference Call will be Held HOUSTON, TX, MARCH 29, 2018 — Willbros Group, Inc.

March 29, 2018 EX-21

SUBSIDIARIES OF WILLBROS GROUP, INC.

Exhibit 21 SUBSIDIARIES OF WILLBROS GROUP, INC. Company Name and Name Under Which it is Doing Business (if applicable) Jurisdiction of Incorporation or Organization 0795781 B.C. Ltd Canada (British Columbia) Chapman Construction Co., L.P. Texas, USA Chapman Construction Management Co., Inc. Texas, USA Construction Tank Services LLC Delaware, USA Forward Company for Energy & Infrastructure PSC Iraq

March 29, 2018 EX-3.3

Amended and Restated Bylaws of Willbros Group, Inc., a Delaware corporation.

Exhibit 3.3 The following Amended and Restated Bylaws are compiled from the previously adopted Amended and Restated Bylaws and subsequent amendments. AMENDED AND RESTATED BYLAWS OF WILLBROS GROUP, INC. (a Delaware Corporation) (Effective March 26, 2018) ARTICLE I Offices and Fiscal Year SECTION 1.01. Registered Office. The registered office of the corporation shall be in the City of Dover, County

March 29, 2018 10-K

The audited consolidated financial statements of Willbros (SEC File No. 1-34259) for the year ended December 31, 2017, are incorporated by reference to Willbros’ Form 10-K filed with the commission on March 30, 2018

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 29, 2018 8-K

Financial Statements and Exhibits

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) March 27, 2018 WILLBROS GROUP, INC.

March 29, 2018 EX-10

Seventh Amendment to Credit Agreement dated as of March 27, 2018 (filed as Exhibit 10 to our current report on Form 8-K dated March 27, 2018, filed March 29, 2018).

EX-10 Exhibit 10 EXECUTION VERSION SEVENTH AMENDMENT dated as of March 27, 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 and that certain Sixth Amendment dated as of November 6, 2017, the “Credit Agreement”), among WILLBROS GROUP, INC.

March 28, 2018 EX-99

####

EX-99 6 d540517dex99.htm EX-99 Exhibit 99 FOR IMMEDIATE RELEASE Primoris Services Corporation to Acquire Willbros HOUSTON, TX, MARCH 28, 2018 - Willbros Group, Inc. (OTC:WGRP) (“Company”) announced today that the Company has entered into a definitive agreement to be acquired by Primoris Services Corporation (NASDAQ:PRIM) (“Primoris”). Primoris is one of the largest publicly traded specialty constr

March 28, 2018 EX-10.1

Limited Forbearance Agreement to ABL Credit Agreement dated as of March 27, 2018 (filed as Exhibit 10.1 to our current report on Form 8-K dated March 26, 2018, filed March 28, 2018).

EX-10.1 Exhibit 10.1 LIMITED FORBEARANCE AGREEMENT This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of March 27, 2018, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership (“Chapman Construction”), CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“Chapman Management”), C

March 28, 2018 EX-10.2

Forbearance Agreement to Credit Agreement dated as of March 27, 2018 (filed as Exhibit 10.2 to our current report on Form 8-K dated March 26, 2018, filed March 28, 2018).

EX-10.2 Exhibit 10.2 EXECUTION VERSION FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT, dated as of March 27, 2018 (this “Agreement”), is entered into by and between Willbros Group, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties identified on the signature pages hereto, Cortland Capital Market Services LLC, as administrative agent (in such capacity, together with its succes

March 28, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) March 26, 2018 WILLBROS GROUP, INC.

March 28, 2018 EX-3

Bylaws Amendment.

Exhibit 3 BYLAW AMENDMENT (ADOPTED MARCH 26, 2018) I. AMENDMENT. The Amended and Restated Bylaws of Willbros Group, Inc. are hereby amended to add a new Article VIII thereto to read as follows: ARTICLE VIII EXCLUSIVE JURISDICTION Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery (or, if the Court of Ch

March 28, 2018 EX-2

Agreement and Plan of Merger dated as of March 27, 2018 among Primoris Services Corporation, Waco Acquisition Vehicle, Inc. and Willbros Group, Inc. (filed as Exhibit 2 to our current report on Form 8-K dated March 26, 2018, filed March 28, 2018).

EX-2 2 d540517dex2.htm EX-2 Exhibit 2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among PRIMORIS SERVICES CORPORATION, WACO ACQUISITION VEHICLE, INC., and WILLBROS GROUP, INC. Dated as of March 27, 2018 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 14 ARTICLE II THE MERGER; CLOSING; EFFECTIVE TIME 15 2.1 The Merger 15 2.2 Closing 15 2.3 Effe

March 28, 2018 EX-10.2

Term Forbearance Agreement.

EX-10.2 Exhibit 10.2 EXECUTION VERSION FORBEARANCE AGREEMENT THIS FORBEARANCE AGREEMENT, dated as of March 27, 2018 (this “Agreement”), is entered into by and between Willbros Group, Inc., a Delaware corporation (the “Borrower”), the other Loan Parties identified on the signature pages hereto, Cortland Capital Market Services LLC, as administrative agent (in such capacity, together with its succes

March 28, 2018 EX-3

Bylaws Amendment.

EX-3 Exhibit 3 BYLAW AMENDMENT (ADOPTED MARCH 26, 2018) I. AMENDMENT. The Amended and Restated Bylaws of Willbros Group, Inc. are hereby amended to add a new Article VIII thereto to read as follows: ARTICLE VIII EXCLUSIVE JURISDICTION Unless the corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the Court of Chancery (or, if the Court

March 28, 2018 EX-10.1

ABL Forbearance Agreement.

EX-10.1 Exhibit 10.1 LIMITED FORBEARANCE AGREEMENT This LIMITED FORBEARANCE AGREEMENT (this “Agreement”), is entered into as of March 27, 2018, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership (“Chapman Construction”), CHAPMAN CONSTRUCTION MANAGEMENT CO., INC., a Texas corporation (“Chapman Management”), C

March 28, 2018 EX-99

Press Release dated March 27, 2018, issued by the Company.

EX-99 Exhibit 99 FOR IMMEDIATE RELEASE Primoris Services Corporation to Acquire Willbros HOUSTON, TX, MARCH 28, 2018 - Willbros Group, Inc.

March 28, 2018 DEFA14A

WG / Willbros Group, Inc. 8-K

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) March 26, 2018 WILLBROS GROUP, INC.

March 28, 2018 EX-2

Agreement and Plan of Merger.*

EX-2 Exhibit 2 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER among PRIMORIS SERVICES CORPORATION, WACO ACQUISITION VEHICLE, INC.

March 19, 2018 EX-99.1

####

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Announces Preliminary 2017 Operating Results; Assessing Strategic Options • Files Form 12b-25 with Securities and Exchange Commission • Receives Continued Listing Standard Notice from NYSE • Announces Customer Contract Extension that adds Significant Backlog in the First Quarter 2018 • Announces Preliminary Settlement of Class Action Lawsuit HOUS

March 19, 2018 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

8-K 1 d548676d8k.htm 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) March 13, 2018 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-051

March 19, 2018 NT 10-K

WG / Willbros Group, Inc. NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-34259 CUSIP NUMBER 969203108 (Check one): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: December 31, 2017 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11

February 9, 2018 SC 13G/A

WG / Willbros Group, Inc. / GENDELL JEFFREY L ET AL - WILLBROS GROUP, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is file

January 17, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d692238d8k.htm FORM 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) January 12, 2018 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259

December 7, 2017 SC 13G/A

WG / Willbros Group, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 3 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 heartlandwillbros13ga.htm AMENDMENT NO. 3 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) November 30, 2017 (Date of Event Which Requires Filing of this Statement) Chec

November 14, 2017 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Income Statement Contract revenue Oil & Gas $ 75,284 $ 33,100 $ 146,748 $ 147,174 U

EX-99.1 Exhibit 99.1 Willbros Reports Third Quarter 2017 Results ? Increased focus on growing Utility T&D business with exit of US Mainline Pipeline business; no impact on Facilities, Pipeline Integrity or Lineal businesses ? Term Loan amendment increases covenant flexibility ? Company to host conference call at 9am CT on November 9, 2017 HOUSTON, TX, November 8, 2017 ? Willbros Group, Inc. (NYSE:

November 14, 2017 EX-99.2

Willbros Group, Inc.

EX-99.2 Exhibit 99.2 Willbros Group, Inc. Q3 2017 Conference Call November 9, 2017, 10:00 AM Eastern CORPORATE PARTICIPANTS Steve Breitigam - Senior Vice President, Investor Relations Michael Fournier - President and Chief Executive Officer Jeff Kappel - Senior Vice President and Chief Financial Officer 1 PRESENTATION Operator Good day, ladies and gentlemen, and welcome to the Willbros Group Third

November 14, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d495549d8k.htm 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) November 8, 2017 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware 1-34259 30-0513080 (State or Other Jurisdiction of Incorpor

November 9, 2017 10-Q

WG / Willbros Group, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

November 9, 2017 EX-10.1

Sixth Amendment to Credit Agreement dated as of November 6, 2017, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lender party thereto, KKR Credit Advisors (US) LLC, as arranger, and Cortland Capital Market Services LLC, as administrative agent (filed as Exhibit 10.1 to our report on Form 10-Q for the quarter ended September 30, 2017, filed November 9, 2017).

Exhibit 10.1 Execution Version SECTION SESIXTH AMENDMENT dated as of November 6, 2017 (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 a

November 3, 2017 SC 13D/A

WG / Willbros Group, Inc. / LAWNDALE CAPITAL MANAGEMENT LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) Andrew E. Shapiro Lawndale Capital Management, LLC 591 Redwood Highway, Suite 2345 Mill Valley, CA 94941 415-389-8258 James J. Frolik, Esq. Shartsis

August 31, 2017 EX-24

CONFIRMING STATEMENT

CONFIRMING STATEMENT This statement confirms that the undersigned, S. Brett Luz, has authorized and designated each of Linnie A. Freeman, Jeffrey B. Kappel and Marcie Watson, signing singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result

August 31, 2017 EX-24

CONFIRMING STATEMENT

CONFIRMING STATEMENT This statement confirms that the undersigned, Jeffrey B. Kappel, has authorized and designated each of Linnie A. Freeman, S. Brett Luz and Marcie Watson, signing singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result

August 10, 2017 EX-99.1

####

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Willbros Announces Chief Financial Officer and Chief Accounting Officer Appointments HOUSTON, TX, AUGUST 7, 2017 ? Willbros Group, Inc. (NYSE: WG) announced today the promotion of Jeffrey B. Kappel and S. Brett Luz to key financial positions effective August 30, 2017. Mr. Kappel has been appointed Senior Vice President & Chief Financial Offi

August 10, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d441690d8k.htm 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) August 4, 2017 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-051

August 4, 2017 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) July 31, 2017 WILLBROS GROUP, INC.

August 4, 2017 EX-99.2

1

EX-99.2 Exhibit 99.2 Willbros Group, Inc. Second Quarter 2017 Conference Call August 1, 2017 at 10:00 a.m. Eastern CORPORATE PARTICIPANTS Steve Breitigam - VP of IR Mike Fournier - President and CEO Van Welch - EVP and CFO PRESENTATION Operator Good day, and welcome to the Willbros Second Quarter 2017 Conference Call. All participants will be in listen-only mode. Should you need assistance, please

August 4, 2017 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Income Statement Contract revenue Oil & Gas $ 49,032 $ 54,739 $ 71,464 $ 114,074 Utility T&D 1

EX-99.1 Exhibit 99.1 Willbros Reports Improved Second Quarter 2017 Results ? Significant increase in Q2 2017 revenues with positive operating income ? Twelve-month backlog at June 30, 2017 increases for 3rd consecutive quarter to $546.9 million ? Additional $94 million of anticipated Q3 2017 backlog additions ? Company to host conference call at 9:00 AM CT, August 1, 2017 HOUSTON, TX, July 31, 201

August 1, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d406111d8k.htm 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) July 30, 2017 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-0513

August 1, 2017 EX-99.1

####

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Announces CFO Transition HOUSTON, TX, AUGUST 1, 2017 ? Willbros Group, Inc. (NYSE: WG) announced today that Van A. Welch, Executive Vice President, Chief Financial Officer & Chief Accounting Officer, has informed the Company of his intention to resign from his position effective August 30, 2017. Mr. Welch has accepted a similar position with a co

August 1, 2017 10-Q

WG / Willbros Group, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

July 14, 2017 SC 13D/A

WG / Willbros Group, Inc. / Infrastrux Holdings, Llc - SCHEDULE 13D AMENDMENT NO. 1 Activist Investment

SC 13D/A 1 d423264dsc13da.htm SCHEDULE 13D AMENDMENT NO. 1 United States Securities and Exchange Commission Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) Information to be Included in Statements Filed Pursuant to §240.13d-1(a) and Amendments Thereto Filed Pursuant to §240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 1)* Willbros Group, Inc. (Name of Issuer) Common Stock,

June 20, 2017 EX-10

Fifth Amendment to ABL Credit Agreement dated as of June 16, 2017 (filed as Exhibit 10 to our current report on Form 8-K dated June 16, 2017, filed June 20, 2017).

EX-10 Exhibit 10 FIFTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT This FIFTH AMENDMENT (this ?Fifth Amendment?) is entered into as of June 16, 2017, among WILLBROS UNITED STATES HOLDINGS, INC.

June 20, 2017 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) June 16, 2017 WILLBROS GROUP, INC.

June 12, 2017 CORRESP

Willbros Group ESP

WILLBROS GROUP, INC. 4400 Post Oak Parkway Suite 1000 Houston, Texas 77027 June 12, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Willbros Group, Inc. Registration Statement on Form S-3 File No. 333-218413 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Willbros Group, Inc. hereby requests that the effective date of t

June 6, 2017 EX-3.1

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION WILLBROS GROUP, INC.

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF WILLBROS GROUP, INC. Willbros Group, Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. Article FIFTH of the Corporation?s Certificate of Incorporation, as amended (the ?Certificate of Incorporation?), is hereby amend

June 6, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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) June 1, 2017 WILLBROS GROUP, INC.

June 1, 2017 S-3

Willbros Group S-3

S-3 Table of Contents As filed with the Securities and Exchange Commission on June 1, 2017.

June 1, 2017 EX-4.2

AMENDED AND RESTATED BYLAWS WILLBROS GROUP, INC. (a Delaware Corporation) (Effective June 1, 2017) ARTICLE I Offices and Fiscal Year

EX-4.2 Exhibit 4.2 AMENDED AND RESTATED BYLAWS OF WILLBROS GROUP, INC. (a Delaware Corporation) (Effective June 1, 2017) ARTICLE I Offices and Fiscal Year SECTION 1.01. Registered Office. The registered office of the corporation shall be in the City of Dover, County of Kent, State of Delaware, until otherwise established by a vote of a majority of the Board of Directors in office, and a statement

June 1, 2017 EX-4.1

Certificate of Incorporation, as amended, of Willbros Group, Inc., a Delaware corporation (filed as Exhibit 4.1 to our registration statement on Form S-3, Registration No. 333-218413, filed June 1, 2017).

EX-4.1 Exhibit 4.1 The following Certificate of Incorporation is compiled from the official Certificate of Incorporation and subsequent Amendments. CERTIFICATE OF INCORPORATION OF WILLBROS GROUP, INC. FIRST: The name of the Corporation is Willbros Group, Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 160 Greentree Drive, Suite 101,

June 1, 2017 EX-12

Loss from continuing operations before income taxes

EX-12 Willbros Group, Inc. Statements Regarding Computation of Ratios Exhibit 12 Years Ended December 31, Three Months Ended March 31, 2017 2016 2015 2014 2013 2012 Earnings: Loss from continuing operations before income taxes $ (18,336 ) $ (44,312 ) $ (118,580 ) $ (74,379 ) $ (40,690 ) $ (48,622 ) Plus: Fixed charges 5,213 21,744 40,792 44,782 47,715 43,406 Total Earnings $ (13,123 ) $ (22,568 )

June 1, 2017 EX-10.2

Form of Restricted Stock Award Agreement (non-employee directors) under the 2017 Stock Plan (filed as Exhibit 10.2 to the Company’s current report on Form 8-K dated June 1, 2017, filed June 1, 2017).

EX-10.2 Exhibit 10.2 WILLBROS GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT 20 Dear : 1. RESTRICTED STOCK AWARD. Willbros Group, Inc., a Delaware corporation (the ?Company?), hereby grants to you an aggregate of shares of Common Stock, par value $.05 per share, of the Company (the ?Restricted Shares?). This award is subject to your acceptance of and agreement to all of the applicable terms, conditi

June 1, 2017 EX-10.4

Form of Restricted Stock Units Award Agreement (performance-based employees) under the 2017 Stock Plan (filed as Exhibit 10.4 to the Company’s current report on Form 8-K dated June 1, 2017, filed June 1, 2017).

EX-10.4 Exhibit 10.4 WILLBROS GROUP, INC. RESTRICTED STOCK UNITS AWARD AGREEMENT 20 Dear : 1. RESTRICTED STOCK UNITS AWARD. (a) Willbros Group, Inc., a Delaware corporation (the ?Company?), hereby grants to you an aggregate of performance-based restricted stock units, hereinafter referred to individually as an ?RSU,? and collectively as the ?RSUs? (the ?Target Award?). Restrictions will lapse on t

June 1, 2017 EX-10.3

Form of Restricted Stock Units Award Agreement (time-based employees) under the 2017 Stock Plan (filed as Exhibit 10.3 to the Company’s current report on Form 8-K dated June 1, 2017, filed June 1, 2017).

EX-10.3 Exhibit 10.3 WILLBROS GROUP, INC. RESTRICTED STOCK UNITS AWARD AGREEMENT 20 Dear : 1. RESTRICTED STOCK UNITS AWARD. Willbros Group, Inc., a Delaware corporation (the ?Company?), hereby grants to you an aggregate of restricted stock units (individually, an ?RSU,? and collectively, ?RSUs?). Each RSU entitles you to receive one share of Common Stock, par value $.05 per share, of the Company (

June 1, 2017 EX-10.1

Form of Restricted Stock Award Agreement (time-based employees) under the 2017 Stock Plan (filed as Exhibit 10.1 to the Company’s current report on Form 8-K dated June 1, 2017, filed June 1, 2017).

EX-10.1 Exhibit 10.1 WILLBROS GROUP, INC. RESTRICTED STOCK AWARD AGREEMENT 20 Dear : 1. RESTRICTED STOCK AWARD. Willbros Group, Inc., a Delaware corporation (the “Company”), hereby grant

June 1, 2017 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

Form 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) June 1, 2017 WILLBROS GROUP, INC.

June 1, 2017 S-8

Willbros Group S-8

S-8 As filed with the Securities and Exchange Commission on June 1, 2017. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILLBROS GROUP, INC. (Exact name of registrant as specified in its charter) DELAWARE 30-0513080 (State or other jurisdiction of incorporation or organization) (I.R.S.

May 31, 2017 SD

Willbros Group SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WILLBROS GROUP, INC.

May 23, 2017 DEFA14A

Willbros Group DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

May 8, 2017 8-K

Willbros Group 8-K (Current Report/Significant Event)

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 2, 2017 WILLBROS GROUP, INC.

May 8, 2017 EX-99.2

Willbros Group, Inc.

EX-99.2 Exhibit 99.2 Willbros Group, Inc. 1Q 2017 Earnings Conference Call May 3, 2017 at 10:00 a.m. Eastern CORPORATE PARTICIPANTS Stephen Breitigam - Vice President, Investor Relations Michael Fournier - President and Chief Executive Officer Van Welch - Executive Vice President and Chief Financial Officer 1 PRESENTATION Operator Good day, and welcome to the Willbros Group 1st Quarter 2017 Earnin

May 8, 2017 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended March 31, 2017 2016 Income Statement Contract revenue Oil & Gas $ 22,432 $ 59,335 Utility T&D 115,508 97,289 Canada 25,960 42,492 Eliminations — (86

EX-99.1 Exhibit 99.1 Willbros Reports First Quarter 2017 Results • Twelve-month backlog at March 31, 2017 increases 26% from $420 million to $528 million • Additional awards of $42 million booked in April 2017 • Anticipate significant increase in revenue and improvement in operating income in Q2 2017 • Company to host conference call at 9:00 AM CT, May 3, 2017 HOUSTON, TX, May 2, 2017 — Willbros G

May 2, 2017 10-Q

Willbros Group 3/31/17 10-Q (Quarterly Report)

Document Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 2, 2017 EX-10.1

Fiscal Quarter

Exhibit 10.1 Execution Version FIFTH AMENDMENT dated as of March 3, 2017 (this “Fifth 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 Fe

April 27, 2017 DEFA14A

Willbros Group DEFA14A

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

April 27, 2017 DEF 14A

Willbros Group, Inc. 2017 Stock and Incentive Compensation Plan (filed as Exhibit C to our Proxy Statement for the Annual Meeting of Stockholders dated April 27, 2017).

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 17, 2017 EX-24

Confirming Statement

Unassociated Document Exhibit 24 Confirming Statement This statement confirms that the undersigned, Jeremy Kinch, has authorized and designated each of Van A.

April 7, 2017 EX-99

####

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Announces New President of Canada Segment HOUSTON, TX, APRIL 4, 2017 ? Willbros Group, Inc. (NYSE: WG) announced today that it is consolidating the roles of President and Chief Operating Officer (?COO?) of its Canadian operations. Effective April 7, 2017, current COO Jeremy Kinch will also assume the role of President of the Canada segment. In na

April 7, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 d360591d8k.htm 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) April 4, 2017 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-0513

March 31, 2017 PRE 14A

Willbros Group PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 13, 2017 EX-99.2

1

EX-99.2 Exhibit 99.2 Willbros Group, Inc. Fourth Quarter and Full Year 2016 Conference Call Wednesday, March 08, 2017, 10:00 A.M. Eastern CORPORATE PARTICIPANTS Michael Fournier - President and CEO Van Welch - Executive Vice President and Chief Financial Officer Steve Breitigam - Vice President of Investor Relations PRESENTATION Operator Good morning and welcome to the Willbros Fourth Quarter and

March 13, 2017 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended Year Ended December 31, December 31, 2016 2015 2016 2015 Income Statement Contract revenue Oil & Gas $ 23,274 $ 77,863 $ 170,448 $ 297,110 Utility T&

EX-99.1 Exhibit 99.1 Willbros Reports Fourth Quarter and Full Year 2016 Results ? Twelve-Month Backlog increases $44 million during Q4 2016; significant 2017 awards totaling $151 million ? Company obtains covenant amendment from lender ? Company to host conference call at 9:00 AM CT, March 08, 2017 HOUSTON, TX, MARCH 7, 2017 ? Willbros Group, Inc. (NYSE: WG) today reported fourth quarter and full

March 13, 2017 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d361411d8k.htm FORM 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) March 7, 2017 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30

March 8, 2017 EX-21

SUBSIDIARIES OF WILLBROS GROUP, INC.

Exhibit 21 SUBSIDIARIES OF WILLBROS GROUP, INC. Company Name and Name Under Which it is Doing Business (if applicable) Jurisdiction of Incorporation or Organization 0795781 B.C. Ltd Canada (British Columbia) Chapman Construction Co., L.P. Texas, USA Chapman Construction Management Co., Inc. Texas, USA Construction Tank Services LLC Delaware, USA Forward Company for Energy & Infrastructure PSC Iraq

March 8, 2017 EX-10.11

Fifth Amendment to Credit Agreement dated as of March 3, 2017, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lenders party thereto, KKR Credit Advisors (US) LLC, as arranger, and Cortland Capital Market Services LLC, as administrative agent (filed as Exhibit 10.11 to our report on Form 10-K for the year ended December 31, 2016, filed March 8, 2017).

Exhibit 10.11 Execution Version FIFTH AMENDMENT dated as of March 3, 2017 (this “Fifth 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 F

March 7, 2017 10-K

Willbros Group 10-K (Annual Report)

Document Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 15, 2017 EX-24

CONFIRMING STATEMENT

Exhibit 24 CONFIRMING STATEMENT This statement confirms that the undersigned, Linnie A.

February 10, 2017 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) February 8, 2017 WILLBROS GROUP, INC.

February 10, 2017 SC 13G/A

Willbros Group WILLBROS GROUP, INC. (Passive Acquisition of More Than 5% of Shares)

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.3)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 10, 2017 EX-99.1

####

EX-99.1 Exhibit 99.1 PRESS RELEASE FOR IMMEDIATE RELEASE Willbros Announces Addition to the Board of Directors HOUSTON, TX, FEBRUARY 08, 2017 ? Willbros Group, Inc. (NYSE: WG) announced today that it is appointing W. Gary Gates, a 40-year veteran of the electrical power industry, to its Board of Directors to serve the remaining term of departing director Edward J. DiPaolo. Mr. DiPaolo, who notifie

February 10, 2017 EX-24

CONFIRMING STATEMENT

Exhibit 24 CONFIRMING STATEMENT This statement confirms that the undersigned, W. Gary Gates, has authorized and designated each of Van A. Welch, Brett Luz, and Marcie Watson, signing singly, to execute and file on the undersigned's behalf all Forms 3, 4 and 5 (including any amendments thereto) that the undersigned may be required to file with the U.S. Securities and Exchange Commission as a result

February 2, 2017 SC 13G/A

WG / Willbros Group, Inc. / HEARTLAND ADVISORS INC - AMENDMENT NO. 2 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 heartlandwillbros13g.htm AMENDMENT NO. 2 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check

November 16, 2016 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 d290807d8k.htm 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) November 9, 2016 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-0

November 3, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 d286906d8k.htm 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) October 28, 2016 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-0

November 3, 2016 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended Nine Months Ended September 30, September 30, 2016 2015 2016 2015 Income Statement Contract revenue Oil & Gas $ 33,100 $ 81,029 $ 147,174 $ 219,247 U

EX-99.1 Exhibit 99.1 Willbros Reports Third Quarter 2016 Results HOUSTON, TX, October 28, 2016 ? Willbros Group, Inc. (NYSE: WG) today reported a $29.7 million loss from continuing operations, or $(0.49) per share, for the nine months ended September 30, 2016, compared to an $83.8 million loss from continuing operations, or $($1.47) per share, for the nine months ended September 30, 2015. Adjusted

November 3, 2016 EX-99.2

1

EX-99.2 Exhibit 99.2 Willbros Group, Inc. 3Q 2016 Conference Call October 31, 2016 at 10:00 a.m. Eastern CORPORATE PARTICIPANTS Stephen Breitigam - Vice President, Investor Relations Michael Fournier - President and Chief Executive Officer Van Welch - Executive Vice President and Chief Financial Officer PRESENTATION Operator Good day, and welcome to the Willbros Group, Inc. Q3 2016 Conference Call

October 28, 2016 10-Q

WG / Willbros Group, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

September 12, 2016 SC 13D

WG / Willbros Group, Inc. / LAWNDALE CAPITAL MANAGEMENT LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) Andrew E. Shapiro Lawndale Capital Management, LLC 591 Redwood Highway, Suite 2345 Mill Valley, CA 94941 415-389-8258 Christopher J. Rupright, Esq. S

August 4, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) July 29, 2016 WILLBROS GROUP, INC.

August 4, 2016 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q2 2016 Willbros Group Inc Earnings Call EVENT DATE/TIME: AUGUST 01, 2016 / 02:00PM GMT 1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the pr

August 4, 2016 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Income Statement Contract revenue Oil & Gas $ 54,739 $ 61,778 $ 114,074 $ 138,218 Utility T&D

EX-99.1 Exhibit 99.1 Willbros Reports Second Quarter 2016 Results ? Q2 2016 Operating loss of $2.7 million improved $6.8 million from Q1 2016 ? Term Loan amendment increases financial flexibility through 2017 ? Total Liquidity at June 30, 2016 of $84.5 million ? Oil & Gas market conditions remain challenging for the remainder of 2016 HOUSTON, TX, July 29, 2016 ? Willbros Group, Inc. (NYSE: WG) tod

July 29, 2016 EX-10.1

Fourth Amendment to Credit Agreement dated as of July 26, 2016, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lenders party thereto, KKR Credit Advisors (US) LLC, as arranger, and Cortland Capital Market Services LLC, as administrative agent (filed as Exhibit 10.1 to our report on Form 10-Q for the quarter ended June 30, 2016, filed July 29, 2016).

Execution Version Exhibit 10.1 FOURTH AMENDMENT dated as of July 26, 2016 (this “Fourth 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

July 29, 2016 10-Q

WG / Willbros Group, Inc. 10-Q - Quarterly Report - Q2 2016 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

June 23, 2016 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) June 20, 2016 WILLBROS GROUP, INC.

June 3, 2016 8-K

Submission of Matters to a Vote of Security Holders

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) June 1, 2016 WILLBROS GROUP, INC.

May 26, 2016 SD

Willbros Group SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WILLBROS GROUP, INC.

May 6, 2016 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended March 31, 2016 2015 Income Statement Contract revenue Oil & Gas $ 59,335 $ 76,440 Utility T&D 97,289 86,986 Canada 42,492 87,009 Eliminations (86 ) (

EX-99.1 2 d184919dex991.htm EX-99.1 Exhibit 99.1 Willbros Reports First Quarter 2016 Results • Total Liquidity at March 31, 2016 is $83.8 million • Term loan debt reduction of $3.1 million during Q1 2016 • Improvement over Fourth Quarter 2015 in operating results before special items • Company to host conference call at 9:00 AM CT, May 3, 2016 HOUSTON, TX, May 2, 2016 — Willbros Group, Inc. (NYSE:

May 6, 2016 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q1 2016 Willbros Group Inc Earnings Call EVENT DATE/TIME: MAY 03, 2016 / 02:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior w

May 6, 2016 8-K

Willbros Group 8-K (Current Report/Significant Event)

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 2, 2016 WILLBROS GROUP, INC.

May 3, 2016 10-Q

WG / Willbros Group, Inc. 10-Q - Quarterly Report - Q1 2016 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1

April 28, 2016 DEF 14A

Willbros Group DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 8, 2016 PRE 14A

Willbros Group PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 15, 2016 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q4 2015 Willbros Group Inc Earnings Call EVENT DATE/TIME: MARCH 10, 2016 / 03:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2016 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior

March 15, 2016 EX-99.1

SCHEDULES TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended December 31, Year Ended December 31, 2015 2014 2015 2014 Income Statement Contract revenue Oil & Gas $ 77,863 $ 160,822 $ 297,110 $ 826,088 Utility T

EX-99.1 Exhibit 99.1 Willbros Reports Fourth Quarter and Full Year 2015 Results ? Total Liquidity at December 31, 2015 is $90.8 million ? Term loan debt reduced from $270.0 million at December 31, 2014 to $95.4 million at December 31, 2015 ? Asset sales of $250.2 million completed in 2015 ? Company obtains covenant amendment from lender ? Company to host conference call at 9:00 AM CT, March 10, 20

March 15, 2016 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) March 9, 2016 WILLBROS GROUP, INC.

March 10, 2016 10-K

WG / Willbros Group, Inc. 10-K - Annual Report - 10-K

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 10, 2016 EX-10.55

4400 Post Oak Pkwy, Houston, TX 77027 Tel: 713-403-8000 Fax: 713-403-8136 Willbros.com

Exhibit 10.55 June 11, 2015 Ed Wiegele Willbros Professional Services Dear Ed: As you know, the Willbros Board has authorized management to proceed with a sale of the Professional Services Segment. As used in this letter, the reference to the Segment means the Professional Services Segment as it currently exists, excluding Willbros Engineering, LLC Willbros Heater Services, LLC, and the heater-rel

March 10, 2016 EX-10.50

First Amendment to Willbros Group, Inc. Management Severance Plan for Executives - Canada dated November 5, 2015 (filed as Exhibit 10.50 to the 2015 Form 10-K).

Exhibit 10.50 FIRST AMENDMENT TO THE WILLBROS GROUP, INC. MANAGEMENT SEVERANCE PLAN FOR EXECUTIVES - CANADA WHEREAS, Willbros Group, Inc. (the "Company") sponsors the Willbros Group, Inc. Management Severance Plan for Executives - Canada (the "Plan"), effective October 30, 2014; and WHEREAS, the Plan has one participant, Michael J. Fournier ("Fournier"); and WHEREAS, Section 10.2 of the Plan provi

March 10, 2016 EX-10.57

CONSULTING AGREEMENT (For Services Within the United States and Canada Only)

Exhibit 10.57 CONSULTING AGREEMENT (For Services Within the United States and Canada Only) This Consulting Agreement ("Agreement") is effective this 1st day of December, 2015 (the “Effective Date”), by and between John T. McNabb, II (“Consultant”) and Willbros United States Holdings, Inc. ("Company"), a corporation duly formed under the laws of Delaware. Consultant and Company are hereinafter some

March 10, 2016 EX-10.52

Willbros Group, Inc. Management Severance Plan for Senior Management - Canada (filed as Exhibit 10.52 to the 2015 Form 10-K).

Exhibit 10.52 WILLBROS GROUP, INC. MANAGEMENT SEVERANCE PLAN FOR SENIOR MANAGEMENT - CANADA WILLBROS GROUP, INC. MANAGEMENT SEVERANCE PLAN FOR SENIOR MANAGEMENT - CANADA Table of Contents . DEFINITIONS 1 1.1Definitions 1 . ELIGIBILITY 6 2.1Participation 6 2.2Duration of Participation 6 . SEVERANCE BENEFIT 7 3.1Right to Severance Benefit 7 3.2Terminations Which Do Not Give Rise to a Severance Benef

March 10, 2016 EX-10.37

Amendment Number 8 to Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock Plan dated November 5, 2015 (filed as Exhibit 10.37 to the 2015 Form 10-K).

Exhibit 10.37 AMENDMENT NUMBER 8 TO THE WILLBROS GROUP, INC. AMENDED AND RESTATED 2006 DIRECTOR RESTRICTED STOCK PLAN 1. Introduction. Under the terms of the Willbros Group, Inc. Amended and Restated 2006 Director Restricted Stock Plan, as subsequently amended by Amendments Number 1 through 7 (as amended, the “Plan”), the Chairman of the Board who is an Eligible Director receives an Annual Award o

March 10, 2016 EX-21

SUBSIDIARIES OF WILLBROS GROUP, INC.

Exhibit 21 SUBSIDIARIES OF WILLBROS GROUP, INC. Company Name and Name Under Which it is Doing Business (if applicable) Jurisdiction of Incorporation or Organization 0795781 B.C. Ltd Canada (British Columbia) Chapman Construction Co., L.P. Texas, USA Chapman Construction Management Co., Inc. Texas, USA Construction Tank Services LLC Delaware, USA Forward Company for Energy & Infrastructure PSC Iraq

March 10, 2016 EX-10.51

Waiver letter dated November 5, 2015, between Willbros Group, Inc. and Michael J. Fournier (filed as Exhibit 10.51 to the 2015 Form 10-K).

Exhibit 10.51 November 5, 2015 Michael J. Fournier President and Chief Operating Officer of Willbros Group, Inc. Re: Willbros Group, Inc. Management Severance Plan for Executives – Canada (the "Canadian Plan") and the Willbros Group, Inc. 2010 Management Severance Plan for Executives (the "US Plan") (collectively the "Plans") Dear Mr. Fournier: Reference is made to the Canadian Plan, in which you

March 10, 2016 EX-10.9

Third Amendment to Credit Agreement dated as of March 1, 2016, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lenders party thereto, KKR Credit Advisors (US) LLC, as arranger, and Cortland Capital Market Services LLC, as administrative agent (filed as Exhibit 10.9 to our report on Form 10-K for the year ended December 31, 2015, filed March 10, 2016 (the “2015 Form 10-K”)).

Exhibit 10.9 EXECUTION VERSION THIRD AMENDMENT dated as of March 1, 2016 (this “Third 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 Fe

March 10, 2016 EX-10.61

Willbros Group, Inc. 2010 Management Severance Plan for Senior Management (filed as Exhibit 10.61 to the 2015 Form 10-K).

Exhibit 10.61 WILLBROS GROUP, INC. 2010 MANAGEMENT SEVERANCE PLAN FOR SENIOR MANAGEMENT WILLBROS GROUP, INC. 2010 MANAGEMENT SEVERANCE PLAN FOR SENIOR MANAGEMENT Table of Contents Page ARTICLE I. DEFINITIONS1 ARTICLE II. ELIGIBILITY9 ARTICLE III. SEVERANCE BENEFIT9 ARTICLE IV. WELFARE PLAN AND SUMMARY PLAN DESCRIPTION12 ARTICLE V. NO SET-OFF OR MITIGATION12 ARTICLE VI. RESTRICTIVE COVENANTS13 ARTI

March 1, 2016 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) March 1, 2016 WILLBROS GROUP, INC.

February 5, 2016 SC 13G/A

WG / Willbros Group, Inc. / GENDELL JEFFREY L ET AL - JEFFREY L. GENDELL Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.2)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

February 5, 2016 SC 13G/A

Willbros Group AMENDMENT NO. 1 TO SCHEDULE 13G (Passive Acquisition of More Than 5% of Shares)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Sc

February 2, 2016 SC 13G/A

WG / Willbros Group, Inc. / Regiment Capital Management LLC - SCHEDULE 13G AMENDMENT FILING Passive Investment

SC 13G/A 1 wg123115a2.htm SCHEDULE 13G AMENDMENT FILING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropr

December 4, 2015 EX-99.1

WILLBROS GROUP, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Pro Forma Condensed Consolidated Financial Statements – Introductory Information 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet a

EX-99.1 Exhibit 99.1 WILLBROS GROUP, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Pro Forma Condensed Consolidated Financial Statements ? Introductory Information 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2015 2 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30,

December 4, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) November 30, 2015 WILLBROS GROUP, INC.

December 4, 2015 EX-2.1

Amended and Restated Securities Purchase Agreement dated as of November 30, 2015, by and among TRC Solutions, Inc., as purchaser, TRC Companies, Inc., Willbros United States Holdings, Inc., as seller, and Willbros Group, Inc. (filed as Exhibit 2.1 to our current report on Form 8-K dated November 30, 2015, filed December 4, 2015).

EX-2.1 Exhibit 2.1 Execution Version AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT BY AND AMONG TRC SOLUTIONS, INC., AS PURCHASER, AND TRC COMPANIES, INC., AND WILLBROS UNITED STATES HOLDINGS, INC., AS SELLER AND WILLBROS GROUP, INC. Dated as of November 30, 2015 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. DEFINED TERMS 1 1.2. INTERPRETATION 14 ARTICLE II. PURCHASE AND SALE OF SECURITIES

November 10, 2015 EX-99.1

TABLE TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2015 2014 2015 2014 Income Statement Contract revenue Oil & Gas $ 81,029 $ 253,727 $ 219,247 $ 665,266 Util

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Reports Third Quarter of 2015 Results ? Total Liquidity at September 30, 2015 is $68.3 million ? Company anticipates closing previously announced sale of Professional Services segment by end of November ? Twelve month backlog, $548.5 million at September 30, total backlog, $1.0 billion ? Company to host conference call at 9:00 AM Central Time, No

November 10, 2015 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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) November 5, 2015 WILLBROS GROUP, INC.

November 10, 2015 EX-99.2

1

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q3 2015 Willbros Group Inc Earnings Call EVENT DATE/TIME: NOVEMBER 06, 2015 / 03:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the pr

November 10, 2015 EX-99.3

###

EX-99.3 Exhibit 99.3 FOR IMMEDIATE RELEASE Willbros Names S. Miller Williams Chairman, Michael J. Fournier Chief Executive Officer HOUSTON, TX, NOVEMBER 5, 2015 ? Willbros Group, Inc. (NYSE: WG) today announced that its Board of Directors has elected S. Miller Williams, 64, Chairman of the Board. Michael J. Fournier, 52, currently President and Chief Operating Officer (?COO?), in addition to his c

November 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

10-Q 1 a930201510q-document.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transitio

October 9, 2015 8-K

Willbros Group FORM 8-K (Current Report/Significant Event)

Form 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) October 8, 2015 WILLBROS GROUP, INC.

October 9, 2015 EX-99.1

###

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Closes Sale of Bemis, LLC for $19.2 Million HOUSTON, TX, October 9, 2015 ? Willbros Group, Inc. (NYSE: WG) today announced that it has closed a transaction for the sale of its Bemis subsidiary to Riggs Distler & Company, Inc., a U.S. subsidiary of NAPEC Inc. (TSX:NPC), Quebec, Canada, for $19.2 million in cash, less customary closing costs, and s

October 6, 2015 EX-2.1

SECURITIES PURCHASE AGREEMENT BY AND AMONG TRC SOLUTIONS, INC., AS PURCHASER, AND TRC COMPANIES, INC., WILLBROS UNITED STATES HOLDINGS, INC., AS SELLER AND WILLBROS GROUP, INC. Dated as of October 3, 2015 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.

EX-2.1 Exhibit 2.1 Execution Version SECURITIES PURCHASE AGREEMENT BY AND AMONG TRC SOLUTIONS, INC., AS PURCHASER, AND TRC COMPANIES, INC., AND WILLBROS UNITED STATES HOLDINGS, INC., AS SELLER AND WILLBROS GROUP, INC. Dated as of October 3, 2015 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 1 1.1. DEFINED TERMS 1 1.2. INTERPRETATION 14 ARTICLE II. PURCHASE AND SALE OF SECURITIES 14 2.1. PURCHASE AND SA

October 6, 2015 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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) October 3, 2015 WILLBROS GROUP, INC.

October 2, 2015 EX-10.2

Fourth Amendment to ABL Credit Agreement dated as of September 28, 2015 (filed as Exhibit 10.2 to our current report on Form 8-K dated September 28, 2015, filed October 2, 2015).

EX-10.2 EXHIBIT 10.2 FOURTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT This FOURTH AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this ?Amendment?) is entered into as of September 28, 2015, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (?Holdings?), BEMIS, LLC, a Vermont limited liability company (?Bemis?), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partners

October 2, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) September 28, 2015 WILLBROS GROUP, INC.

October 2, 2015 EX-10.1

Second Amendment to Credit Agreement dated as of September 28, 2015, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lenders party thereto, KKR Credit Advisors (US) LLC, as arranger, and JPMorgan Chase Bank, N.A. as administrative agent (filed as Exhibit 10.1 to our current report on Form 8-K dated September 28, 2015, filed October 2, 2015).

EX-10.1 EXHIBIT 10.1 SECOND AMENDMENT dated as of September 28, 2015 (this ?Second Amendment?), to the Credit Agreement dated as of December 15, 2014 (as amended by that certain First Amendment dated as of March 31, 2015 and as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, the ?Credit Agreement?), among Willbros Group, Inc., a Delaware corpo

August 17, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) August 11, 2015 WILLBROS GROUP, INC.

August 17, 2015 EX-99.1

***

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Group Expects to Restore Compliance with NYSE Continued Listing Requirement HOUSTON, TX, AUGUST 17, 2015 ? Willbros Group, Inc. (NYSE: WG) announced today that it received notification on August 11, 2015 from the New York Stock Exchange (?NYSE?) that the price of Willbros common stock has fallen below the NYSE?s continued listing standard, which

August 12, 2015 EX-99.1

TABLE TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended Six Months Ended June 30, June 30, 2015 2014 2015 2014 Income Statement Contract revenue Oil & Gas $ 61,778 $ 234,010 $ 138,218 $ 411,539 Utility T&D 106

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Reports Second Quarter of 2015 Results • Total Liquidity at June 30, 2015 is $94.0 million • Company anticipates signed sales agreement for Professional Services segment by end of September • Twelve month backlog increases to $586.3 million from $577.2 million, adjusted for subsidiary sales, at March 31, total remains at $1.1 billion • Company to

August 12, 2015 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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) August 6, 2015 WILLBROS GROUP, INC.

August 12, 2015 EX-99.2

1

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q2 2015 Willbros Group Inc Earnings Call EVENT DATE/TIME: AUGUST 07, 2015 / 02:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prio

August 7, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1-

August 7, 2015 EX-3.2

CERTIFICATE OF INCORPORATION WILLBROS GROUP, INC.

Exhibit 3.2 The following Certificate of Incorporation is compiled from the official Certificate of Incorporation and subsequent Amendment. CERTIFICATE OF INCORPORATION OF WILLBROS GROUP, INC. FIRST: The name of the Corporation is Willbros Group, Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is 160 Greentree Drive, Suite 101, in the C

June 19, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) June 15, 2015 WILLBROS GROUP, INC.

June 15, 2015 EX-3.1

CERTIFICATE OF AMENDMENT CERTIFICATE OF INCORPORATION

EX-3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION WILLBROS GROUP, INC. (hereinafter called the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), does hereby certify: FIRST: That the Board of Directors of the Corporation, by unanimous consent in lieu of a meeting

June 15, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) June 9, 2015 WILLBROS GROUP, INC.

May 29, 2015 SD

Willbros Group SD

SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM SD SPECIALIZED DISCLOSURE REPORT WILLBROS GROUP, INC.

May 29, 2015 EX-1.01

WILLBROS GROUP, INC. Conflict Minerals Report For the reporting period from January 1, 2014 to December 31, 2014

EX-1.01 Exhibit 1.01 WILLBROS GROUP, INC. Conflict Minerals Report For the reporting period from January 1, 2014 to December 31, 2014 This Conflict Minerals Report (this ?Report?), of Willbros Group, Inc. (the ?Company,? ?Willbros,? ?we,? ?us? or ?our?), has been prepared pursuant to Rule 13p-1 and Form SD (the ?Rule?) promulgated under the Securities Exchange Act of 1934, as amended, for the repo

May 8, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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 5, 2015 WILLBROS GROUP, INC.

May 8, 2015 EX-99.1

TABLE TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended March 31, 2015 2014 Income Statement Contract revenue Oil & Gas $ 76,440 $ 177,529 Utility T&D 86,986 83,521 Canada 87,009 117,079 Professional Services

EX-99.1 Exhibit 99.1 FINAL Willbros Reports First Quarter 2015 Results ? Total Liquidity at March 31, 2015 is $100.1 million ? Operating income of $35.2 million, including gain on asset sales of $58.5 million ? Weather and market conditions slowed operations in first quarter ? Company expects additional cost savings from focus on core services ? Company to host conference call at 8:00 AM Central T

May 8, 2015 EX-99.2

1

Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q1 2015 Willbros Group Inc Earnings Call EVENT DATE/TIME: MAY 06, 2015 / 01:00PM GMT THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written c

May 6, 2015 EX-10.4

WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT

EX-10.4 2 a3312015-exhibit104.htm EXHIBIT 10.4 Exhibit 10.4 WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT This Waiver and Release Agreement (this “Agreement”), made as of the 10th day of February, 2015 and effective as of the Effective Date, defined below, is made by and among Willbros Group, Inc., acting on behalf of itself and its subsidiaries and affiliates (together with all successors the

May 6, 2015 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 1

April 30, 2015 DEF 14A

Willbros Group DEF 14A

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 21, 2015 EX-99.1

###

EX-99.1 2 d910711dex991.htm EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Elects Phil D. Wedemeyer to Board of Directors HOUSTON, TX, APRIL 20, 2015 — Willbros Group, Inc. (NYSE: WG) announced today that its Board of Directors elected Phil D. Wedemeyer to the Willbros Board on April 17, 2015. Mr. Wedemeyer retired as a partner from Grant Thornton LLP, an international accounting firm and als

April 21, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) April 17, 2015 WILLBROS GROUP, INC.

April 21, 2015 EX-24

CONFIRMING STATEMENT

Unassociated Document CONFIRMING STATEMENT This statement confirms that the undersigned, Michael Fournier, has authorized and designated each of Van A.

April 17, 2015 PRE 14A

Willbros Group PRE 14A

PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

April 9, 2015 EX-24

POWER OF ATTORNEY

Exhibit 24 POWER OF ATTORNEY Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in t

April 8, 2015 SC 13D

WG / Willbros Group, Inc. / KKR Asset Management LLC - SC 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* WILLBROS GROUP, INC. (Name of Issuer) Common Stock, $0.05 par value (Title of Class of Securities) 969203 10 8 (CUSIP Number) David J. Sorkin, Esq. Kohlberg Kravis Roberts & Co. L.P. 9 West 57th Street, Suite 4200 New York, NY 10019 (212) 750-8300 (Name, Address and Te

April 3, 2015 EX-10.2

Subscription Agreement dated as of March 31, 2015, by and among the Company and the Subscribers listed on Schedule A thereto (filed as Exhibit 10.2 to our current report on Form 8-K dated March 31, 2015, filed April 3, 2015).

EX-10.2 Exhibit 10.2 SUBSCRIPTION AGREEMENT This Subscription Agreement is entered into and dated as of March 31, 2015 (this “Agreement”), by and among Willbros Group, Inc., a Delaware corporation (the “Company”), and each “Subscriber” listed on the Schedule A hereto (each, a “Subscriber” and, collectively, the “Subscribers”). RECITALS WHEREAS, the Company and the Subscribers are executing and del

April 3, 2015 EX-99.2

THOMSON REUTERS STREETEVENTS

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS EDITED TRANSCRIPT WG - Q4 2015 Willbros Group Inc Earnings Call EVENT DATE/TIME: APRIL 01, 2015 / 01:00PM GMT 1 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us ? 2015 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the pri

April 3, 2015 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

8-K 1 d901819d8k.htm 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) March 31, 2015 WILLBROS GROUP, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 1-34259 30-051

April 3, 2015 EX-2.1

Units Purchase Agreement dated as of March 31, 2015, by and among USIC Locating Services, LLC, as Purchaser, Willbros United States Holdings, Inc., as Seller, and the Company (filed as Exhibit 2.1 to our current report on Form 8-K dated March 31, 2015, filed April 3, 2015).

EX-2.1 2 d901819dex21.htm EX-2.1 Exhibit 2.1 Execution Version UNITS PURCHASE AGREEMENT BY AND AMONG USIC LOCATING SERVICES, LLC, AS PURCHASER, WILLBROS UNITED STATES HOLDINGS, INC., AS SELLER AND WILLBROS GROUP, INC. Dated as of March 31, 2015 TABLE OF CONTENTS ARTICLE I. DEFINITIONS 5 1.1. DEFINED TERMS 5 1.2. INTERPRETATION 16 ARTICLE II. PURCHASE AND SALE OF UNITS 17 2.1. PURCHASE AND SALE OF

April 3, 2015 EX-99.1

TABLE TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended December 31, Year Ended December 31, 2014 2013 2014 2013 Income Statement Contract revenue Oil & Gas $ 160,822 $ 200,156 $ 826,088 $ 663,293 Utility T&D

EX-99.1 Exhibit 99.1 In the news release, Willbros Reports Fourth Quarter and Full Year 2014 Results from Continuing Operations, issued 31-Mar-2015 by Willbros Group, Inc. over PR Newswire, we are advised by the company that the mentions of ?from continuing operations? have been removed from the first paragraph, as originally issued inadvertently. The complete, corrected release follows: FOR IMMED

April 3, 2015 EX-10.3

Registration Rights Agreement dated as of March 31, 2015, by and among the Company and the Subscribers listed on the signature pages thereto (filed as Exhibit 10.3 to our current report on Form 8-K dated March 31, 2015, filed April 3, 2015)

EX-10.3 5 d901819dex103.htm EX-10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into and dated March 31, 2015, by and among Willbros Group, Inc., a Delaware corporation (the “Company”), KKR Credit Advisors (US) LLC, a Delaware limited liability company (the “Stockholder Representative”), and the stockholders of the Company listed on t

April 3, 2015 EX-10.1

First Amendment to Credit Agreement dated as of March 31, 2015, by and among Willbros Group, Inc., as borrower, certain subsidiary guarantors party thereto, the Lenders party thereto, KKR Credit Advisors (US) LLC, as arranger, and JPMorgan Chase Bank, N.A., as administrative agent (filed as Exhibit 10.1 to our current report on Form 8-K dated March 31, 2015, filed April 3, 2015).

EX-10.1 3 d901819dex101.htm EX-10.1 Exhibit 10.1 FIRST AMENDMENT dated as of March 31, 2015 (this “First Amendment”), to the Credit Agreement dated as of December 15, 2014 (as it may be further amended, amended and restated, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors from time to

March 31, 2015 EX-10.49

Willbros Group, Inc. Management Severance Plan for Executives - Canada (filed as Exhibit 10.49 to our report on Form 10-K for the year ended December 31, 2014, filed March 31, 2015).

Exhibit 10.49 WILLBROS GROUP, INC. MANAGEMENT SEVERANCE PLAN FOR EXECUTIVES - CANADA WILLBROS GROUP, INC. MANAGEMENT SEVERANCE PLAN FOR EXECUTIVES - CANADA Table of Contents ARTICLE 1 . DEFINITIONS 1 1.1 Definitions 1 ARTICLE 2 . ELIGIBILITY 8 2.1 Participation 8 2.2 Duration of Participation 9 ARTICLE 3 . SEVERANCE BENEFIT 9 3.1 Right to Severance Benefit 9 3.2 Terminations Which Do Not Give Rise

March 31, 2015 EX-10.57

WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT

EX-10.57 3 a12312014-exhibit1057.htm EXHIBIT 10.57 Exhibit 10.57 WILLBROS GROUP, INC. WAIVER AND RELEASE AGREEMENT This Waiver and Release Agreement (this “Agreement”), made as of the 20th day of October, 2014 and effective as of the Effective Date, defined below, is made by and among Willbros Group, Inc., acting on behalf of itself and its subsidiaries and affiliates (together with all successors

March 31, 2015 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents Index to Financial Statements UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 31, 2015 EX-21

SUBSIDIARIES OF WILLBROS GROUP, INC.

Exhibit 21 SUBSIDIARIES OF WILLBROS GROUP, INC. Company Name and Name Under Which it is Doing Business (if applicable) Jurisdiction of Incorporation or Organization 0795781 B.C. Ltd Canada (British Columbia) Bemis, LLC Vermont, USA Chapman Construction Co., L.P. Texas, USA Chapman Construction Management Co., Inc. Texas, USA Construction Tank Services, LLC Delaware, USA Electric Field Solutions, I

March 23, 2015 EX-2.1

Stock Purchase Agreement, dated as of March 17, 2015, by and among Novinium, Inc., Willbros Utility T&D Holdings, LLC and the Company (filed as Exhibit 2.1 to our current report on Form 8-K dated March 17, 2015, filed March 23, 2015).

EX-2.1 Exhibit 2.1 Execution Copy STOCK PURCHASE AGREEMENT by and between: NOVINIUM, INC., a Delaware corporation; and WILLBROS UTILITY T&D HOLDINGS, LLC, a Delaware limited liability company and (solely with respect to those sections expressly identified herein) WILLBROS GROUP, INC., a Delaware corporation Dated as of March 17, 2015 TABLE OF CONTENTS PAGE ARTICLE I DEFINITIONS 1 1.1 Definitions 1

March 23, 2015 8-K

Willbros Group 8-K (Current Report/Significant Event)

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) March 17, 2015 WILLBROS GROUP, INC.

March 23, 2015 EX-99.1

WILLBROS GROUP, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Pro Forma Condensed Consolidated Financial Statements – Introductory Information 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet a

EX-99.1 Exhibit 99.1 WILLBROS GROUP, INC. INDEX TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS Page Unaudited Pro Forma Condensed Consolidated Financial Statements ? Introductory Information 1 Unaudited Pro Forma Condensed Consolidated Balance Sheet at September 30, 2014 2 Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30,

March 23, 2015 EX-4.1

Amended and Restated Stockholder Agreement, dated as of March 19, 2015, by and between the Company and InfrastruX Holdings, LLC (filed as Exhibit 4.1 to our current report on Form 8-K dated March 17, 2015, filed March 23, 2015).

EX-4.1 Exhibit 4.1 AMENDED AND RESTATED STOCKHOLDER AGREEMENT BY AND BETWEEN WILLBROS GROUP, INC. AND INFRASTRUX HOLDINGS, LLC Dated as of March 19, 2015 TABLE OF CONTENTS Page 1. Definitions and Interpretations 1 2. Transfer Provisions 6 2.1 Right to Transfer 6 2.2 [Reserved] 7 2.3 [Reserved] 7 2.4 Stock Legends 7 3. Board Representation 7 3.1 Investor Designees 7

March 17, 2015 NT 10-K

Willbros Group NT 10-K

NT 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-34259 CUSIP NUMBER 969203108 (Check one): x Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-SAR ? Form N-CSR For Period Ended: December 31, 2014 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11

February 13, 2015 SC 13G/A

WG / Willbros Group, Inc. / Regiment Capital Management LLC - SCHEDULE 13G HOLDINGS REPORT AMENDMENT Passive Investment

SC 13G/A 1 wg123114a1.htm SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check th

February 13, 2015 SC 13G/A

WG / Willbros Group, Inc. / GENDELL JEFFREY L ET AL - GENDELL JEFFREY L ET AL Passive Investment

SC 13G/A 1 p15-0374sc13ga.htm GENDELL JEFFREY L ET AL SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No.1)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to des

February 13, 2015 SC 13G

WG / Willbros Group, Inc. / HEARTLAND ADVISORS INC - SCHEDULE 13G Passive Investment

SC 13G 1 heartlandwillbros13g.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 13, 2015 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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) February 9, 2015 WILLBROS GROUP, INC.

December 19, 2014 EX-99.1

TABLE TO FOLLOW WILLBROS GROUP, INC. (In thousands, except per share amounts) Three Months Ended September 30, Nine Months Ended September 30, 2014 2013 2014 2013 Income Statement Contract revenue Oil & Gas $ 253,727 $ 160,233 $ 665,266 $ 463,137 Uti

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Reports Third Quarter 2014 Results from Continuing Operations • Operating income of $11.4 million • Adjusted EBITDA(1) of $24.3 million • Year-to-date operating income of $12.3 million • Year-to-date adjusted EBITDA(1) of $45.6 million • Filed restated results for first and second quarters of 2014 • Company will host conference call on Tuesday, D

December 19, 2014 8-K

Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Results of Operations and Financial Condition

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) December 15, 2014 WILLBROS GROUP, INC.

December 19, 2014 EX-10.2

Credit Agreement dated as of December 15, 2014, by and among Willbros Group, Inc., as borrower, certain subsidiaries, as guarantors, the Lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and KKR Credit Advisors (US) LLC, as Sole Lead Arranger and Sole Bookrunner (filed as Exhibit 10.2 to our current report on Form 8-K dated December 15, 2014, filed December 19, 2014).

EX-10.2 Exhibit 10.2 EXECUTION VERSION CREDIT AGREEMENT dated as of December 15, 2014, among WILLBROS GROUP, INC., as Borrower, and CERTAIN SUBSIDIARIES THEREOF, as Guarantors, THE LENDERS FROM TIME TO TIME PARTY HERETO and JPMORGAN CHASE BANK, N.A., as Administrative Agent KKR Credit Advisors (US) LLC, as Sole Lead Arranger and Sole Bookrunner THE LOANS ISSUED PURSUANT TO THIS AGREEMENT WERE ISSU

December 19, 2014 EX-99.2

THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2014 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written c

EX-99.2 Exhibit 99.2 THOMSON REUTERS STREETEVENTS | www.streetevents.com | Contact Us © 2014 Thomson Reuters. All rights reserved. Republication or redistribution of Thomson Reuters content, including by framing or similar means, is prohibited without the prior written consent of Thomson Reuters. ‘Thomson Reuters’ and the Thomson Reuters logo are registered trademarks of Thomson Reuters and its af

December 19, 2014 EX-10.1

Third Amendment to ABL Credit Agreement dated as of December 15, 2014 (filed as Exhibit 10.1 to our current report on Form 8-K dated December 15, 2014, filed December 19, 2014).

EX-10.1 Exhibit 10.1 THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT This THIRD AMENDMENT TO LOAN, SECURITY AND GUARANTY AGREEMENT (this “Amendment”) is entered into as of December 15, 2014, among WILLBROS UNITED STATES HOLDINGS, INC., a Delaware corporation (“Holdings”), BEMIS, LLC, a Vermont limited liability company (“Bemis”), CHAPMAN CONSTRUCTION CO., L.P., a Texas limited partnership

December 15, 2014 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numb

December 15, 2014 EX-10.1

Robert R. Harl 327 East Friar Tuck Lane Houston, Texas 77024 August 29, 2014

EX-10.1 2 a9302014-exhibit101.htm EXHIBIT 10.1 Exhibit 10.1 Robert R. Harl 327 East Friar Tuck Lane Houston, Texas 77024 August 29, 2014 Willbros United States Holdings, Inc. August 29, 2014 Page 2 VIA FEDEX Willbros United States Holdings, Inc. 4400 Post Oak Parkway, Suite 1000 Houston, Texas 77027 Attention: Chairman of the Board Dear John: Reference is made to that certain Employment Agreement

December 15, 2014 EX-10.2

Robert R. Harl 327 East Friar Tuck Lane Houston, Texas 77024 October 21, 2014

EX-10.2 3 a9302014-exhibit102.htm EXHIBIT 10.2 Exhibit 10.2 Robert R. Harl 327 East Friar Tuck Lane Houston, Texas 77024 October 21, 2014 Willbros United States Holdings, Inc. October 21, 2014 Page 2 VIA FEDEX Willbros United States Holdings, Inc. 4400 Post Oak Parkway, Suite 1000 Houston, Texas 77027 Attention: Chairman of the Board Dear John: Reference is made to that certain Employment Agreemen

December 15, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1)

10-Q/A 1 a331201410qrestatement-doc.htm 10-Q/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ý QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

December 15, 2014 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commi

December 4, 2014 8-K

Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Other Events

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) December 1, 2014 WILLBROS GROUP, INC.

November 25, 2014 8-K/A

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K/A Amendment No.

November 17, 2014 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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) November 12, 2014 WILLBROS GROUP, INC.

November 17, 2014 EX-10.1

[Third Amendment]

EX-10.1 2 d822192dex101.htm EX-10.1 EXHIBIT 10.1 EXECUTION VERSION WAIVER AND THIRD AMENDMENT dated as of November 12, 2014 (this “Third Amendment”), to the Credit Agreement dated as of August 7, 2013 (as heretofore amended, the “Credit Agreement”), among Willbros Group, Inc., a Delaware corporation (the “Borrower”), the Guarantors, the Lenders from time to time party thereto and JPMorgan Chase Ba

November 12, 2014 NT 10-Q

WG / Willbros Group, Inc. NT 10-Q - - NT 10-Q

NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-34259 CUSIP NUMBER 969203108 (Check one): ¨ Form 10-K ¨ Form 20-F ¨ Form 11-K x Form 10-Q ¨ Form 10-D ¨ Form N-SAR ¨ Form N-CSR For Period Ended: September 30, 2014 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 1

November 7, 2014 SC 13G

WG / Willbros Group, Inc. / GENDELL JEFFREY L ET AL - WILLBROS GROUP, INC. Passive Investment

SC 13G 1 p14-2173sc13g.htm WILLBROS GROUP, INC. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Willbros Group, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 969203108 (CUSIP Number) October 30, 2014 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the

October 27, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) October 21, 2014 WILLBROS GROUP, INC.

October 27, 2014 EX-99.1

###

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Group Elects John T. McNabb, II Chief Executive Officer HOUSTON, TX, OCTOBER 21, 2014 — Willbros Group, Inc. (NYSE: WG) announced today that Robert R. Harl has relinquished his CEO and Director positions ahead of his planned retirement from Willbros on January 2, 2015. The Willbros Board of Directors has elected John T. McNabb, II Chief Executive

October 22, 2014 8-K

Financial Statements and Exhibits, Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, Results of Operations and Financial Condition

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) October 21, 2014 WILLBROS GROUP, INC.

October 22, 2014 EX-99.1

###

EX-99.1 Exhibit 99.1 Willbros Group Refocuses Business Strategy with New Management Leadership • Announces intention to restate second quarter 2014 results • Pre-announces preliminary unaudited operating results for the nine months ended September 30, 2014 • Company will host conference call on Wednesday, October 22 at 9:00 am EDT HOUSTON, TX, OCTOBER 21, 2014 — Willbros Group, Inc. (NYSE: WG) ann

September 5, 2014 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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) August 29, 2014 WILLBROS GROUP, INC.

September 5, 2014 EX-99.1

###

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE Willbros Group Announces Retirement of Robert R. Harl as Chief Executive Officer and Director on January 2, 2015 John T. McNabb, II named as Executive Chairman HOUSTON, TX, SEPTEMBER 4, 2014 — Willbros Group, Inc. (NYSE: WG) announced today that Robert R. Harl, who joined Willbros in 2006 and has served as Chief Executive Officer of the Company since Janu

August 15, 2014 SC 13G

WG / Willbros Group, Inc. / Regiment Capital Management LLC - SCHEDULE 13G HOLDINGS REPORT Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

Fintel data has been cited in the following publications:
Daily Mail Fox Business Business Insider Wall Street Journal The Washington Post Bloomberg Financial Times Globe and Mail
NASDAQ.com Reuters The Guardian Associated Press FactCheck.org Snopes Politifact
Federal Register The Intercept Forbes Fortune Magazine TheStreet Time Magazine Canadian Broadcasting Corporation International Business Times
Cambridge University Press Investopedia MarketWatch NY Daily News Entrepreneur Newsweek Barron's El Economista