UNITED STATES SECURITIES AND EXCHANGE COMMISSION

~~SECURITIES~~Washington, ~~AND~~D.C. ~~EXCHANGE COMMISSION~~ 20549

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

~~PURSUANT~~June 6, TO2018 ~~SECTION 13 OR 15~~(d)May 31, 2018)

OFDate ~~THE~~of ~~SECURITIES~~Report ~~EXCHANGE~~(Date ~~ACT~~of OFearliest ~~1934~~event reported)

~~Date~~Willbros ~~of report (Date of earliest event reported) May 9~~Group, ~~2018~~ Inc.

~~WILLBROS~~(Exact ~~GROUP,~~name ~~INC.~~of Registrant as specified in its charter)

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34259	30-0513080
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification No.)

~~Delaware~~ 2100 McKinney Avenue, Suite 1500, Dallas, Texas 75201

(~~State~~Address orof ~~Other~~principal ~~Jurisdiction~~executive ~~of Incorporation~~offices)

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

(Zip Code)

(~~713~~214) ~~403~~740-~~8000~~ 5600

(Registrant’s ~~Telephone~~telephone ~~Number~~number, ~~Including~~including ~~Area~~area ~~Code)~~ code

Not Applicable

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

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

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

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

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

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

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

Emerging growth company ☐ o

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

Item 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets.

On ~~May~~June 101, 2018, ~~Willbros~~Primoris ~~Group,~~Services ~~Inc. (the “Company”) entered into the Eighth Amendment to the Credit Agreement dated as of December 15~~Corporation, ~~2014,~~a asDelaware ~~amended~~corporation (~~the~~ “~~Term Credit Agreement”), among the Company, as borrower, the guarantors from time to time party thereto,~~ Primoris ~~Services Corporation (“Primoris~~”), ascompleted ~~Initial~~its ~~First-Out~~previously ~~Lender,~~announced ~~KKR~~acquisition ~~Credit~~of ~~Advisors~~Willbros ~~(US) LLC~~Group, ~~as arranger and bookrunner~~ Inc., ~~the~~a ~~lenders~~Delaware ~~from~~corporation ~~time to time party thereto and Cortland Capital Market Services LLC, as administrative agent~~ (~~the~~ “~~Eighth Amendment~~Willbros”). Pursuant to the ~~Eighth~~terms ~~Amendment,~~of ~~Primoris~~that ~~has~~Agreement ~~agreed~~and toPlan ~~make~~of aMerger ~~new loan to the Company~~ (the “~~Additional~~Merger ~~First-Out Loan Commitment~~Agreement”), indated aas ~~principal amount~~ of ~~$5.0~~March ~~million~~27, ~~under the Term Credit Agreement (the “Additional First Out Loan”)~~2018, noWaco ~~earlier~~Acquisition ~~than one business day after the effective date of the Eighth Amendment~~Vehicle, Inc. ~~The Additional First-Out Loan Commitment is subject to various conditions~~, ~~including~~a ~~that~~Delaware nocorporation ~~defaults shall have occurred~~ and bewholly ~~continuing~~owned ~~under~~subsidiary ~~the Loan, Security and Guaranty Agreement dated as~~ of ~~August 7,~~Primoris ~~2013, as amended~~ (~~the~~ “~~ABL~~Merger ~~Credit Agreement~~Sub”), ormerged ~~the~~with ~~Term Credit Agreement, other than certain specified defaults~~ and ~~events~~into ofWillbros ~~default that have occurred and are continuing or will occur under~~ (the ~~Term~~“Merger”), ~~Credit~~with ~~Agreement~~Willbros ~~and~~surviving the ~~ABL~~Merger ~~Credit Agreement~~as ~~and~~a ~~which~~wholly-owned ~~are~~subsidiary ~~the subject~~ of ~~certain forbearance agreements~~Primoris.

~~The~~Pursuant ~~Eighth~~to ~~Amendment~~the ~~further~~Merger ~~provides~~Agreement ~~that~~and by virtue of the ~~Additional~~Merger, ~~First-Out~~each ~~Loan~~share ~~shall~~of beWillbros ~~added~~common ~~to,~~stock issued and ~~have~~outstanding immediately prior to the ~~same~~Merger ~~terms~~was ~~as,~~converted into the ~~“Initial~~right ~~First-Out~~to ~~Loan”~~receive of $~~10.~~0 ~~million~~.60 ~~that~~in ~~was~~cash, ~~drawn~~without ininterest ~~full~~(the on“Merger ~~March 30~~Consideration”), ~~2018 pursuant~~on to the ~~seventh~~terms ~~amendment~~and subject to the ~~Term~~conditions ~~Credit~~set forth in the Merger Agreement. ~~dated~~As asalso ofprovided ~~March 27~~under the Merger Agreement, ~~2018~~certain ~~(the~~equity ~~“Seventh~~awards ~~Amendment”).~~held ~~The~~by ~~terms~~employees of ~~the~~Willbros ~~Seventh~~were ~~Amendment~~converted ~~and~~into ~~the~~cash ~~Initial~~equal ~~First-Out~~to ~~Loan~~the ~~are described~~product inof (A) the ~~Company’s~~number ~~current~~of ~~report~~shares onof ~~Form~~such ~~8-K~~awards ~~dated~~and ~~March~~(B) ~~26,~~the ~~2018~~Merger Consideration, ~~filed~~less onapplicable ~~March 28,~~taxes ~~2018.~~required to be withheld.

~~KKR~~The ~~Credit~~aggregate ~~Advisors~~amount ~~(US)~~of ~~LLC~~the ~~and~~Merger ~~certain~~Consideration ofwas ~~its~~approximately ~~affiliates~~$107.0 ~~beneficially own 10~~million,~~125,410~~ ~~shares~~net of cash acquired. Primoris funded the ~~Company’s~~Merger ~~common~~Consideration ~~stock,~~and ~~representing approximately~~certain ~~16.0 percent~~costs ofassociated with the ~~total~~Merger ~~number~~through ofa ~~shares~~combination of ~~the~~existing ~~Company’s~~cash ~~common~~balances ~~stock~~and ~~which~~borrowings ~~are~~under ~~currently~~its ~~issued~~Revolving ~~and~~Credit ~~outstanding~~Facility.

~~Item~~In 2connection with the Merger Agreement, Primoris provided $15.020 million in secured bridge financing to support Willbros working capital needs through May 31, 2018. ~~Results~~Prior ofto ~~Operations~~closing, ~~and~~Willbros ~~Financial~~repaid ~~Condition~~the $15.0 million financing plus accrued interest in full.

OnThe ~~May 9,~~foregoing ~~2018,~~description of the ~~Company~~Merger ~~issued~~Agreement ~~a press~~is ~~release~~qualified ~~announcing~~in ~~first~~its ~~quarter~~entirety ~~2018~~by ~~results.~~reference Ato ~~copy~~the full text of the ~~press~~Merger ~~release dated May 9~~Agreement, ~~2018,~~which is attached as Exhibit 2 99 to ~~this~~the ~~Form~~Current Report on Form 8-K. filed by Willbros on March 28, 2018 and incorporated herein by reference in its entirety.

~~This information is being furnished pursuant to~~ Item 23.0203. ofMaterial ~~Form~~Modification ~~8-K and shall not be deemed~~ to ~~be “filed”~~Rights ~~for the purposes~~ of ~~Section 18~~Security of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filingHolders.

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

The ~~information~~disclosure inunder Item 12.01 ofand ~~this~~Item ~~Current~~5.03 ~~Report on Form 8-K~~ is ~~hereby~~ incorporated herein by reference ~~into this Item 2~~.~~03.~~

2Item 5.01. Change in Control of Registrant.

The disclosure under Item 92.01. ~~Financial~~is ~~Statements~~incorporated ~~and~~herein ~~Exhibits~~by reference.

~~(d)~~Item ~~The~~5.02. ~~following~~Departure ~~exhibits~~of ~~are~~Directors ~~filed~~ or ~~furnished~~Certain ~~herewith:~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

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

(b)

3All of the directors of the Company prior to the effective time of the Merger ceased to be directors of the Company effective as of the effective time of the Merger. As of the effective time of the Merger, the directors and officers of Merger Sub immediately prior to the effective time of the Merger became the directors and officers of Willbros. The director of Merger Sub immediately prior to the effective time of the Merger was David King. The officers of Merger Sub immediately prior to the effective time of the Merger were David King as President, Peter J. Moerbeek as Vice President and Treasurer, and John M. Perisich as Vice President and Secretary.

~~SIGNATURES~~In connection with the Merger, Michael J. Fournier resigned as Chief Executive Officer of Willbros; Jeffrey B. Kappel resigned as Senior Vice President and Chief Financial Officer of Willbros; Johnny M. Priest resigned as Executive Vice President, Utility Transmission & Distribution of Willbros; Jeremy R. Kinch resigned as Senior Vice President, Willbros Canada; and Linnie A. Freeman resigned as Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary of Willbros. Messrs. Priest and Kinch remained employees of Primoris in non-executive officer roles.

~~Pursuant~~Item to5.03. ~~the~~Amendments ~~requirements~~to ofArticles ~~the Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~Registrant~~Bylaws; ~~has~~Changes ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

(a)

4On June 1, 2018: (i) Willbros’ certificate of incorporation was amended and restated in its entirety so as to read in the form attached hereto as Exhibit 3.1; and (ii) Willbros’ bylaws were amended and restated in their entirety so as to read in the form attached hereto as Exhibit 3.2.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 31, 2018, stockholders holding 64.26% of the then outstanding shares of Willbros’ common stock voted, in person or by proxy, at a special meeting to approve certain matters solicited by Willbros in the Schedule 14A filed May 2, 2018. 40,385,792 shares of common stock voted “FOR,” 220,581 shares voted “AGAINST,” and 18,120 shares abstained with respect to the proposal to adopt the Merger Agreement. 40,101,590 shares of common stock voted “FOR,” 402,766 shares voted “AGAINST,” and 120,137 shares abstained with respect to the proposal to adjourn or postpone the special meeting, if necessary or appropriate, to solicit additional proxies to adopt the Merger Agreement. 29,895,060 shares of common stock voted “FOR,” 9,934,333 shares voted “AGAINST,” and 795,100 shares abstained with respect to the proposal to approve, on an advisory basis, the compensation that may be paid or become payable to Willbros’ named executive officers in connection with the Merger. Each of the proposals submitted to the stockholders at the special meeting were approved by the requisite vote for approval.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

2.1		Agreement and Plan of Merger dated March 27, 2018, among Primoris Services Corporation, Waco Acquisition Vehicle, Inc., and Willbros Group, Inc. (incorporated by reference to Exhibit 2 to our Current Report on Form 8-K, as filed with the SEC on March 28, 2018)

3.1		Restated Certificate of Incorporation of Willbros Group, Inc.

3.2		Amended and Restated Bylaws of Willbros Group, Inc.

SIGNATURES

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

		WILLBROS GROUP, INC.

Dated: June 6, 2018	By:	/s/ Peter J. Moerbeek
		Peter J. Moerbeek
		Vice President and Treasurer

WILLBROS GROUP, INC.

Date: May 11, 2018

/s/ Jeffrey B. Kappel

Jeffrey B. Kappel

Senior Vice President and Chief Financial Officer

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