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

Date of Report (Date of earliest event reported): ~~July~~September 2418, 2023

Williams Industrial Services Group Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-16501		73-1541378
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

200 Ashford Center North, Suite 425

Atlanta, Georgia 30338

(Address of Principal Executive Offices, Zip Code)

Registrant’s telephone number, including area code: 770-879-4400

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:

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, par value $0.01 per share		WLMS		*

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. ¨

* On July 24, 2023, the issuer’s common stock was suspended from trading on the NYSE American. Effective July 25, 2023, trades in the issuer’s common stock began being quoted on the OTC Pink Market under the symbol “WLMSQ.”

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

~~The~~As ~~information~~previously ~~set~~disclosed, ~~forth~~on ~~under~~July 22, 2023, ~~Item~~Williams 2Industrial Services Group Inc.03, a Delaware corporation (the “Company”), together with its subsidiaries, filed voluntary petitions (the “Bankruptcy Petitions”) under Chapter 11 of ~~this~~the ~~Current~~United ~~Report~~States onBankruptcy ~~Form 8-K~~ Code (~~this~~the “~~Form 8-K~~Bankruptcy Code”) ~~regarding~~in the ~~DIP~~United ~~Credit~~States ~~Facilities~~Bankruptcy Court for the District of Delaware (assuch ~~defined~~court, the “Court” and such ~~below~~cases, the “Cases”). isThe ~~incorporated~~Cases byare ~~reference~~being ~~into~~jointly ~~this~~administered ~~Item~~under 1the caption In re Williams Industrial Services Group Inc.01, et al.

~~Item~~As 2previously disclosed, on July 22, 2023, prior to the filing of the Bankruptcy Petitions, the Company and its subsidiaries, Williams Industrial Services Group, L.03L.C. ~~Creation~~(“WISG”), Williams Plant Services, LLC (“WPS”), Williams Specialty Services, LLC (“WSS”), Williams Industrial Services, LLC (“WIS”), WISG Electrical, LLC (“WISG Electrical”), and Construction & Maintenance Professionals, LLC (“CMP”) (collectively with the Company, the “Sellers”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with EnergySolutions Nuclear Services, LLC (“EnergySolutions”), pursuant to which, among other things, the Sellers agreed to sell substantially all of their assets relating to (i) the business of providing a ~~Direct~~broad ~~Financial~~range ~~Obligation~~of orconstruction anand ~~Obligation~~maintenance services to customers in the nuclear, conventional power (fossil, hydro, natural gas), energy delivery, water and wastewater, pulp and paper, chemical and government industries, (ii) solely to the extent conducted pursuant to certain contracts of WIS, certain non-unionized pulp and paper operations, (iii) the business as conducted by WPS and WSS, and (iv) the performance of, and obligations under, ana ~~Off~~certain third party contract (collectively, clauses (i) – (iv) are referred to as the “Business”, and the assets related to the Business and as more fully described in the Purchase Agreement, as the “Transferred Assets”) as part of a sale process under Section 363 of the Bankruptcy Code, all as set forth more fully in the Purchase Agreement (such transaction, the “Sale”). WIS agreed to retain its water and wastewater business, the non-~~Balance~~unionized ~~Sheet~~pulp ~~Arrangement~~and paper business not included as part of the Business and its transmission and distribution business, and the Sellers agreed to retain any other business of the Sellers, other than the performance of, and obligations under, a ~~Registrant~~certain third party contract, not set forth in clauses (i)-(iv) above. WIS has ceased all operations of its water and wastewater business, the non-unionized pulp and paper business not included as part of the Business and its transmission and distribution business, and the Sellers have ceased all operations of their businesses not set forth in clauses (i)-(iv) above. The Purchase Agreement provided that the aggregate consideration to be paid by EnergySolutions for the Sale and the obligations of Sellers as set forth in the Purchase Agreement would be an amount in cash equal to the sum of $60,000,000, less (i) any deductions on account of certain cure costs required to be paid pursuant to the Bankruptcy Code in order to cure monetary defaults under certain contracts assumed and assigned to EnergySolutions and (ii) the aggregate amount of all overdue payables as of six business days prior to the date of the closing of the Sale, subject to certain limitations. As additional consideration for the Transferred Assets, EnergySolutions agreed to assume certain liabilities of the Sellers relating to the Business (the “Assumed Liabilities”) at the closing.

~~As previously disclosed, on July~~On September 227, 2023, ~~Williams~~the ~~Industrial~~Court ~~Services~~entered ~~Group~~an ~~Inc.,~~order aapproving ~~Delaware corporation (~~the ~~“Company”),~~Sale. ~~together~~On ~~with its subsidiaries (collectively~~September 18, ~~the “Debtors”)~~2023, ~~filed voluntary petitions (~~the ~~“Bankruptcy~~Sellers ~~Petitions”)~~and ~~under Chapter~~EnergySolutions 11consummated of the ~~United~~Sale. ~~States~~The ~~Bankruptcy~~final ~~Code~~cash ~~(the~~consideration ~~“Bankruptcy~~paid ~~Code”)~~at inclosing, ~~the~~net ~~United States Bankruptcy Court for the District~~ of ~~Delaware (such court,~~ the ~~“Court”~~aforementioned ~~and such cases~~adjustments, ~~the~~was ~~“Cases”). The Cases are being jointly administered under the caption In re Williams Industrial Services Group Inc.~~$59, ~~et al~~309,043.06.

InFollowing ~~connection~~consummation ~~with filing the Bankruptcy Petitions and the entry by the Court~~ of the ~~interim order authorizing and approving the DIP Credit Facilities on July 25~~Sale, ~~2023 (~~the Company ~~“Interim~~and ~~DIP~~its ~~Order”),~~subsidiaries ~~the~~have ~~Debtors~~ceased ~~entered~~all ~~into certain debtor-in-possession financial credit agreements~~operations. The ~~agreements~~ ~~consist~~Company ofdoes ~~the~~not ~~following:~~anticipate ~~(i) a~~filing Super-Priority Senior Secured Revolving Credit and Security Agreement (the “DIP Revolving Credit Agreement”), pursuant to which, and subject to the terms and conditions therein, PNC Bank, National Association, in its capacity as administrative agent, and the financial ~~institutions~~statements ~~from~~or ~~time~~pro toforma ~~time party thereto, as lenders (collectively, including any~~ financial ~~institution that has issued letters of credit on behalf of any Debtor in connection~~statements ~~with~~for the ~~DIP Revolving Credit Facility (as defined below)~~Sale, ~~the~~due ~~“DIP Revolving Lenders”), provided the Debtors with a secured superpriority debtor-in-possession revolving credit facility in an aggregate principal amount of up~~ to the ~~lesser~~fact ~~of (a) the~~that ~~Borrowing Base (as defined in~~ the ~~DIP~~Company ~~Revolving~~lacks ~~Credit Agreement) and (b) $12,000,000, less~~ the ~~amount~~financial ofresources all Prepetition Revolving Credit Obligations (as defined below), which, given the Court’s approval, will be rolled into the facilities provided under the DIP Revolving Credit Agreement (the “DIP Revolving Credit Facility”), subject to the terms and ~~conditions~~personnel ~~set~~required forth therein, and (ii) a Superpriority Senior Secured Term Loan, Guarantee and Security Agreement (the “DIP Term Loan Agreement” and, together with the DIP Revolving Credit Agreement, the “DIP Credit Agreements”), pursuant to ~~which,~~do and subject to the terms and conditions therein, EICF Agent LLC, in its capacity as agent, and the lenders from time to time party thereto (collectively, the “DIP Term Loan Lenders”), provided the Debtors with a secured superpriority debtor-in-possession term loan facility in aggregate principal amount not to exceed $19,500,000 (the “DIP Term Loan Facility” and, together with the DIP Revolving Credit Facility, the “DIP Credit Facilities”)so. With the entry of the Interim DIP Order by the Court, the DIP Revolving Lenders provided the DIP Revolving Credit Facility in the principal amount described above, and the DIP Term Loan Lenders provided a $19,500,000 multi-draw term loan facility, consisting of $14,000,000 of term loans available immediately upon entry of the Interim DIP Order and the balance of which will be available after entry of the final order by the Court, which has not been obtained at this time.

~~Borrowings under the DIP Credit Facilities~~The ~~are~~foregoing ~~senior~~description ~~secured obligations~~ of the ~~Debtors,~~Purchase ~~secured~~Agreement bydoes ~~superpriority~~not ~~liens~~purport ~~on the assets of the Debtors (subject~~ to ~~customary~~be ~~exceptions). Each~~complete ofand ~~the~~is ~~DIP~~qualified ~~Credit~~in ~~Agreements~~its ~~contains~~entirety ~~various customary covenants, as well as covenants mandating compliance~~ by the ~~Debtors~~full ~~with a~~text ~~13-week budget, variance testing and reporting requirements, among others. The proceeds~~ of ~~all or a portion of~~ the ~~DIP Credit~~ ~~Facilities~~Purchase ~~may be used for~~Agreement, ~~among~~a ~~other~~copy ~~things,~~of ~~post-petition~~which ~~working~~was ~~capital~~filed ~~for~~as ~~the~~Exhibit 2.1 ~~Debtors, payment of costs~~ to ~~administer~~ the ~~Cases, payment~~Current ofReport ~~expenses~~on ~~and~~Form 8-K ~~fees~~filed ~~of the transactions contemplated~~ by the ~~Cases,~~Company ~~payment of court-approved adequate protection obligations~~with ~~under~~ the ~~DIP~~U.S. ~~Credit~~Securities ~~Agreements,~~ and ~~payment~~Exchange ofCommission ~~other~~on ~~costs~~July 24, in2023 ~~each case, subject to an approved budget~~ and ~~such~~is ~~other~~incorporated ~~purposes~~herein ~~permitted under~~by ~~each of the DIP Credit Agreements and the Interim DIP Order or any other order of the Court~~reference.

~~The~~Item ~~foregoing~~5.02 ~~descriptions~~Departure of ~~the~~Directors ~~DIP~~or ~~Revolving Credit~~Certain ~~Agreement~~Officers; ~~and~~Election ~~the~~of ~~DIP~~Directors; ~~Term~~Appointment ~~Loan Agreement do not purport to be complete and are subject to, and qualified in their entirety by, the full text~~ of ~~the~~Certain ~~DIP~~Officers; ~~Revolving~~Compensatory ~~Credit~~Arrangements ~~Agreement and the DIP Term Loan Agreement, copies~~ of ~~which~~Certain ~~are filed as Exhibit 10~~Officers.~~1 and Exhibit 10.2, respectively, to this Form 8-K and are incorporated herein by reference.~~

~~Item~~Effective 3immediately following the consummation of the Sale, the following individuals resigned as officers of the Company and its affiliates, and their employment was terminated without cause: (i) Tracy D.01 ~~Notice~~Pagliara, President and Chief Executive Officer; (ii) Randall R. Lay, Executive Vice President, Chief Financial Officer and Chief Operating Officer; and (iii) Charles E. Wheelock, Senior Vice President, Chief Administrative Officer, General Counsel and Secretary. Mr. Pagliara also resigned as a member of ~~Delisting~~the Company’s Board of Directors.

OnIn ~~July 24~~addition, ~~2023,~~ the ~~Company received~~following ~~written~~members ~~notice~~of ~~from~~ the Board ~~staff~~ of ~~NYSE~~Directors ~~Regulation~~resigned ~~that,~~ as adirectors ~~result~~ of the ~~Cases~~Company, ~~and~~effective ~~in accordance with Section~~September ~~1003(c)(iii) of the NYSE American Company Guide~~22, ~~NYSE~~2023: ~~Regulation~~Steven ~~has~~D. ~~determined to commence proceedings to delist the common stock of the Company~~Davis, ~~par~~Linda ~~value $0~~A.01 ~~per share~~Goodspeed, ~~from~~and ~~the~~Mitchell ~~NYSE American LLC (“NYSE American”)~~I. ~~The Company does not intend to appeal NYSE Regulation’s determination~~Quain.

~~Trading~~The resignation of ~~the Company’s common stock~~Mr. Pagliara, ~~on the NYSE American was suspended on July~~Mr. 24Lay, ~~2023~~Mr. Wheelock, ~~and the delisting will be effective 10 days after the NYSE American files a Form 25 with the SEC~~Mr. ~~The~~Davis, ~~Company’s common stock is currently trading on the OTC Pink Market operated by the by OTC Markets Group Inc~~Ms. ~~under~~Goodspeed ~~the~~and ~~symbol “WLMSQ~~Mr.” ~~The~~Quain ~~Company~~was ~~can~~not ~~provide~~due ~~no assurance that the Company’s common stock will continue~~ to ~~trade~~a ondisagreement ~~this~~with ~~market, whether broker-dealers will continue to provide public quotes of~~ the Company’s ~~common stock~~ on ~~this~~any ~~market,~~matter ~~whether~~relating ~~the~~to ~~trading volume of~~ the Company’s ~~common~~operations, ~~stock~~policies, ~~will be sufficient to provide for an efficient trading market~~ or ~~whether quotes for the Company’s common stock will continue on this market in the future~~practices.

Item 8.01 Other Events

Effective on July 27, 2023, the Company appointed Edward Gavin to serve as the Chief Restructuring Officer (“CRO”) of the Company for such a term and in accordance with the terms and conditions of that certain engagement letter, dated as of July 20, 2023 by and among and the Company and Gavin/Solmonese LLC (the “Engagement Letter”). As further set forth in the Engagement Letter, Mr. Gavin’s authority as CRO includes, in coordination with the Company’s advisors and management, (i) overseeing the administration of the Cases for the Company in Delaware, (ii) representing the Company in Court proceedings as to financial matters that may come before the Court, (iii) monitoring the debtor-in-possession budget and approving all payments, and (iv) managing creditor committees and negotiating as necessary. The appointment of a CRO by the Company was a condition of obtaining the DIP Credit Facilities.

Cautionary Note Regarding the Company’s Common Stock

The Company cautions that trading in the Company’s securities (including, without limitation, the Company’s common stock) during the pendency of the Cases is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Cases. The Company expects that holders of shares of the Company’s common stock could experience a significant or complete loss on their investment, depending on the outcome of the Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding Forward-Looking Statements

This Form 8-K contains statements that are, or may be deemed, “forward-looking statements.” Forward-looking statements generally use forward-looking words, such as “may,” “will,” “could,” “should,” “would,” “project,” “believe,” “anticipate,” “expect,” “estimate,” “continue,” “potential,” “plan,” “forecast” and other words that convey the uncertainty of future events or outcomes. These forward-looking statements are not guarantees of the Company’s future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict and may be outside of the Company’s control. Therefore, the Company’s actual outcomes and results may differ materially from those expressed in or contemplated by the forward-looking statements. Forward-looking statements include, but are not limited to, information concerning the following: expectations regarding risks attendant to the Chapter 11 bankruptcy process, including the Company’s ability to obtain court approval from the Court with respect to motions or other requests made to the Court throughout the course of ~~the~~ ~~Chapter 11 process, including with respect to~~ the ~~asset sale and DIP Credit Agreements; the Company’s plans to sell certain assets pursuant to~~ Chapter 11 of the Bankruptcy Code, the outcome and timing of such sale, and the Company’s ability to satisfy closing and other conditions to such sale; the effects of Chapter 11, including increased legal and other professional costs necessary to execute the Company’s wind down, on the Company’s liquidity and results of operations (including the availability of operating capital during the pendency of Chapter 11); the length of time that the Company will operate under Chapter 11 protection and the continued availability of operating capital during the pendency of Chapter 11; the Company’s ability to continue funding operations through the Chapter 11 bankruptcy process~~, and the possibility that it may be unable to obtain any additional funding as needed~~; the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that are critical to its operations; the Company’s ability to comply with the restrictions imposed by the terms and conditions of the DIP Credit Agreements and other financing arrangements; objections to the Company’s wind down process, the DIP Credit Agreements, or other pleadings filed that could protract the Chapter 11 process; the effects of Chapter 11 on the interests of various constituents and financial stakeholders; ~~the effect of the Chapter 11~~ ~~filings and any potential asset sale on the Company’s relationships with vendors, regulatory authorities, employees and other third parties;~~ risks relating to the trading price and volatility of the Company’s common stock ~~and the effects of the delisting from NYSE American~~; possible proceedings that may be brought by third parties in connection with the Chapter 11 process ~~or the potential asset sale~~ and risks associated with third-party motions in Chapter 11; the ~~timing~~risk orthat ~~amount~~the ofCases may ~~any~~be ~~distributions,~~converted ~~if any,~~ to ~~the~~cases ~~Company’s stakeholders;~~under ~~employee~~Chapter ~~attrition~~7 ~~and~~of the ~~Company’s~~Bankruptcy ~~ability~~Code; tothe ~~retain~~timing ~~senior~~or ~~management~~amount ~~and~~of ~~other~~any ~~key~~distributions, ~~personnel~~if ~~due~~any, to the ~~distractions~~Company’s ~~and uncertainties~~stakeholders; the impact and timing of any cost-savings measures and related local law requirements in various jurisdictions; the ~~impact~~ impact of litigation and regulatory proceedings; ~~expectations regarding financial performance, strategic~~ and ~~operational plans, and~~ other ~~related~~ ~~matters; and other~~ factors discussed in the Company’s filings with the U.S. Securities and Exchange Commission, including the “Risk Factors” section of the Annual Report on Form 10-K for its 2022 fiscal year. Any forward-looking ~~statement~~ statement speaks only as of the date of this Form 8-K. Except as may be required by applicable law, the Company undertakes no obligation to to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, and ~~investors~~ investors are cautioned not to rely upon them unduly.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
10.1*		Super-Priority Senior Secured Debtor-in-Possession Revolving Credit and Security Agreement, dated as of July 25, 2023, by and among Williams Industrial Services Group Inc., Williams Industrial Services Group, L.L.C., Williams Industrial Services, LLC, Williams Specialty Services, LLC, Williams Plant Services, LLC, Williams Global Services, Inc., Construction & Maintenance Professionals, LLC, and WISG Electrical, LLC, as borrowers, Global Power Professional Services Inc., GPEG, LLC, Steam Enterprises LLC, WISG Canada Ltd., WISG Nuclear Ltd. and WISG Electrical Ltd., as guarantors, PNC Bank, National Association, as agent, and the lenders party thereto.
10.2*		Superpriority Senior Secured Debtor-in-Possession Term Loan, Guarantee and Security Agreement, dated as of July 25, 2023, by and among Williams Industrial Services Group Inc., as borrower, EICF Agent LLC, as agent, and the other credit parties party thereto.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* Certain schedules and exhibits to this agreement have been omitted pursuant to Item 601(a)(5) of Registration S-K. A copy of any omitted schedule and/or exhibit will be furnished supplementally to the SEC upon request.

SIGNATURE

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

Date: July 28, 2023	Williams Industrial Services Group Inc.
Date: September 22, 2023	Williams Industrial Services Group Inc.
	By:	/s/ ~~Charles~~Edward ET. ~~Wheelock~~Gavin
	Charles E. Wheelock
	Edward T. Gavin, CTP, NCPM
	Senior Vice President, Chief Administrative Officer, General Counsel & Secretary
	Chief Restructuring Officer

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