Business Context and Reporting Period
This Form 8-K, filed on March 28, 2018, reports on events occurring on March 27, 2018, involving Primoris Services Corporation (Primoris). The filing details the entry into a definitive merger agreement to acquire Willbros Group, Inc. (Willbros). Under the agreement, a wholly-owned subsidiary of Primoris will merge with Willbros, with Willbros surviving as a wholly-owned subsidiary of Primoris.
Key Financial Metrics and Transaction Terms
This filing does not contain Primoris's standard operating financial metrics (revenue, profit, cash flow, margins, or debt levels) as it is a current report focused on a specific corporate event. However, it discloses the following transaction-specific financial terms:
- Merger Consideration: Willbros shareholders will receive $0.60 per share in cash for each outstanding share of common stock.
- Equity Awards: Unvested time-based awards may be converted to cash or Primoris restricted stock at the $0.60/share rate. Performance-based awards will be cancelled and settled in cash based on the "Target Award" multiplied by the merger consideration.
- Bridge Financing: Primoris has agreed to provide up to $20,000,000 in secured bridge financing to support Willbros working capital needs through the closing date.
- Termination Fees: Willbros is required to pay Primoris a termination fee of $4,300,000 in certain circumstances and a transaction fee of $8,000,000 in other specified circumstances.
Material Changes and Conditions
The primary material change is the execution of the Merger Agreement. The completion of the transaction is subject to several closing conditions, including:
- Adoption of the Merger Agreement by Willbros stockholders.
- Receipt of required third-party consents and approvals.
- Willbros has agreed not to solicit competing offers and must recommend the merger to its stockholders.
Outlook, Risks, and Management Commentary
Management has issued forward-looking statements regarding the acquisition, noting that actual results may differ due to various risks. Key risks and contingencies include:
- The ability to consummate the acquisition in a timely manner or at all.
- Satisfaction of conditions precedent, including regulatory approvals and stockholder votes.
- Potential litigation related to the transaction.
- Willbros stockholders are urged to read the definitive proxy statement for detailed information before making investment decisions.
Investor Verification Checklist
- Verify the final approval status of the merger by Willbros stockholders.
- Confirm the receipt of all necessary regulatory and third-party consents.
- Review the definitive proxy statement for Willbros for detailed risk factors and financial data regarding the target company.
- Monitor for any litigation that could delay or terminate the transaction.
- Assess the impact of the $20 million bridge financing on Primoris's liquidity once the transaction closes.