WILLBROS GROUP, INC. (NYSE:WG) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of ListingItem 3.01.
On March13, 2018, Willbros Group, Inc. (the “Company”) received a notice from the New York Stock Exchange (“NYSE”) that it is not in compliance with the continued listing standard set forth in NYSE Listed Company Manual Rule 802.01C because its common stock traded below the minimum average closing share price of $1.00 over a consecutive 30 trading-day period.
Under Rule 802.01C, the Company must notify the NYSE within 10 business days of receipt of the non-compliance notice that it intends to cure the deficiency. The Company intends to notify the NYSE within this time period that it intends to cure the deficiency. The Company has six months from receipt of the non-compliance notice to cure the deficiency and regain compliance. The Company can regain compliance by having a closing price of at least $1.00 per share on the last trading day of any calendar month during the six-month cure period and an average closing share price of at least $1.00 over the 30 trading-day period ending on the last trading day of that month. Notwithstanding the foregoing, if the Company determines to remedy the non-compliance by taking action that will require stockholder approval, such as a reverse stock split, the NYSE will continue to list the common stock pending stockholder approval by no later than the Company’s next annual meeting, and the implementation of such action promptly thereafter. The deficiency would then be cured if the price promptly exceeds $1.00 per share, and the price remains above that level for at least the following 30 trading days.
The Company’s common stock will continue to be listed and traded on the NYSE during the cure period, subject to the Company’s compliance with the NYSE’s other applicable continued listing standards, under the symbol “WG,” but will be assigned a “.BC” indicator by the NYSE to signify that the Company is not currently in compliance with the NYSE’s continued listing standards. The NYSE notice does not conflict with or violate any of the Company’s credit or debt obligations. In the event that the Company fails to achieve compliance with Rule 802.01C during the cure period, the Company’s common stock will be subject to the NYSE’s suspension and delisting procedures.
| Item 3.01. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e) Retention Agreement.
On March17, 2018, the Company’s Board of Directors approved the granting of a retention award to Johnny M. Priest, the Company’s Executive Vice President, Utility Transmission& Distribution, to a Retention Bonus Agreement (the “Retention Agreement”). Under the Retention Agreement, if Mr.Priest remains continuously employed through the earliest to occur of (i)September14, 2018, or such later date as the Company’s President may determine, (ii)the completion of a “Sale Transaction” or (iii)the date of his death, disability or termination of his employment in an employer-initiated termination for reasons other than cause, he will be entitled to receive a retention bonus in an amount equal to his annual base salary ($430,000) in a single lump sum.
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Any retention bonus which is paid to Mr.Priest under the Retention Agreement will be applied to reduce any payments to which he may otherwise become entitled as a participant in the Willbros Group, Inc. 2010 Management Severance Plan for Executives (the “Management Severance Plan for Executives”). In addition, any amounts which are paid to Mr.Priest under the Retention Agreement will not be considered an annual cash bonus or other payment under an “Incentive Plan” as that term is defined under the Management Severance Plan for Executives and, therefore, will not result in the payment of any additional severance compensation to Mr.Priest in the event he becomes entitled to severance benefits in the future. The amounts payable to Mr.Priest under the Management Severance Plan for Executives are described in the Company’s proxy statement for its 2017 Annual Meeting of Stockholders under the caption “Potential Payments Upon Termination or Change in Control—Management Severance Plans.”
| Item 3.01. | Regulation FD Disclosure. |
The Company issued a press release on March19, 2018 announcing that it had received the NYSE notice, as required by Rule 802.01C, and addressing various other matters, including preliminary 2017 operating results and the Company’s pursuit of strategic alternatives. A copy of the press release dated March19, 2018, is attached as Exhibit 99.1 to this Form 8-K.
This information is being furnished to Item 3.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section18 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 filing.
| Item 3.01. | Financial Statements and Exhibits. |
(d) The following exhibit is furnished herewith:
| 99.1 | Press Release dated March19, 2018, issued by the Company. |
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Willbros Group, Inc.NEW ExhibitEX-99.1 2 d548676dex991.htm 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 HOUSTON,…To view the full exhibit click here
About WILLBROS GROUP, INC. (NYSE:WG)
Willbros Group, Inc. (Willbros) is a specialty energy infrastructure contractor serving the oil, gas, refining, petrochemical and power industries. The Company’s offerings include construction, maintenance and facilities development services. The Company operates through three segments: Oil & Gas, Utility T&D and Canada. The Company provides services through operating subsidiaries. The Company’s segments operated primarily in the United States and Canada. It provides construction, project management, maintenance and lifecycle extension services to the midstream markets. It provides a range of services in electric and natural gas transmission and distribution, including comprehensive engineering, procurement, maintenance and construction, repair and restoration of utility infrastructure. Its projects and specialty services include a range of construction project work, including both above and below ground piping from small and midinch projects to large diameter mainline spreads.