SEC Form 4 · accession 0001140361-18-027373
Willbros Group, Inc.\NEW\ · WGRP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Henry R Kravis
10% Owner
George R Roberts
10% Owner
Kohlberg Kravis Roberts & Co. L.P.
10% Owner
KKR & Co. L.P.
10% Owner
KKR Management Holdings Corp
10% Owner
KKR Management Holdings L.P.
10% Owner
KKR Management LLC
10% Owner
KKR Group Ltd
10% Owner
KKR Group Holdings L.P.
10% Owner
KKR Credit Advisors (US) LLC
10% Owner
Period of report
Jun 1, 2018
Accepted (ET)
Jun 5, 2018 · 4:43 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001449732
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, $0.05 par valueF2,F3,F4 | Jun 1, 2018 | J | 10,125,410 | $0.60 | D | 0 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 1, 2018, Primoris Services Corporation ("Parent"), acquired the Issuer pursuant to that certain Agreement and Plan of Merger entered into by and among the Issuer, Parent and Waco Acquisition Vehicle, Inc., a wholly-owned subsidiary of Parent ("Merger Sub"), dated as of March 27, 2018 (the "Merger Agreement"). In accordance with the Merger Agreement, Merger Sub merged with and into the Issuer, with the Issuer surviving such merger as a wholly-owned subsidiary of Parent (the "Merger").
- F2At the effective time of the Merger, each outstanding share of common stock, par value $0.05 per share, of the Issuer ("Common Stock") (other than certain excluded shares), automatically converted into the right to receive $0.60 per share in cash, without interest.
- F3Represents the aggregate number of shares of Common Stock held in investment funds for which KKR Credit Advisors (US) LLC ("KKR Credit") or any of its subsidiaries serves as an investment advisor.
- F4Kohlberg Kravis Roberts & Co. L.P. is the holder of all of the outstanding equity interests in KKR Credit. KKR Management Holdings L.P. is the general partner of Kohlberg Kravis Roberts & Co. L.P, and KKR Management Holdings Corp. is the general partner of KKR Management Holdings L.P. KKR Group Holdings L.P. is the sole shareholder of KKR Management Holdings Corp. KKR Group Limited is the general partner of KKR Group Holdings L.P. KKR & Co. L.P. is the sole shareholder of KKR Group Limited. KKR Management LLC is the general partner of KKR & Co. L.P. Messrs. Henry R. Kravis and George R. Roberts are the designated members of KKR Management LLC.
Remarks
Each Reporting Person disclaims beneficial ownership of any securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed an admission that, for the purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or otherwise, any Reporting Person is the beneficial owner of any equity securities covered by this statement.