SEC Division of Corporation Finance no-action letter: Willbros Group, Inc.

Securities Exchange Act of 1934 Rule 12h-3

November 5, 2013

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

Willbros Group, Inc. Incoming letter dated October 30, 2013

Based on the facts presented, the Division will not object if the Subsidiary Guarantors stop filing periodic and current reports under the Exchange Act, including their quarterly reports on Form 10-Q for the quarter ended September 30, 2013. We assume that, consistent with the representations made in your letter, the Subsidiary Guarantors will file certifications on Form 15 making appropriate claims under Exchange Act Rule 12h-3 on or before the due date for their Forms 10-Q for the quarter ended September 30, 2013.

This position is based on the representations made to the Division in your letter. Any different facts or conditions might require the Division to reach a different conclusion. Further, this response expresses the Division's position on enforcement action only and does not express any legal conclusion on the question presented.

Sincerely, Erin E. Martin Attorney-Advisor

Incoming Letter:

The Incoming Letter is in Acrobat format.

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CONNER&WINTERS
Attorneys and Counselors at Law
Conner & Winters, LLP

4375 N. Vantage Drive, Suite 405

Fayetteville, Arkansas 72703

479-582-5711

Securities Exchange Act of 1934
Section 15(d) and Rule 12h-3
October 30, 2013
Division ofCorporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: Willbros Group, Inc.
Ladies and Gentlemen:
We are writing on behalf ofWillbros Group, Inc., a Delaware corporation (the "Company''), and the subsidiaries ofthe Company listed on Exhibit A hereto (the "Subsidiary Guarantors"), in connection with the proposed suspension of the reporting obligations ofthe Subsidiary Guarantors under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to a class ofsecurities titled "Guarantees ofDebt Securities" (collectively, the "Guarantees ofDebt Securities") registered on a shelfregistration statement on Form S-3 (File No. 333-174406) (as amended, the "S-3 Registration Statement"). The Subsidiary Guarantors satisfy the requirements ofRule 12h-3(a) and (b) for the suspension oftheir reporting requirements under Section 15(d) ofthe Exchange Act, however the provisions ofparagraph (c) ofRule 12h-3 would make Rule 12h-3 unavailable for the suspension ofsuch reporting obligations ofthe Subsidiary Guarantors for the remainder ofthe fiscal year ending December 31,2013 (the "2013 Fiscal Year"). Accordingly, we request that a no-action letter be issued advising us that the staff ofthe Office ofChief Counsel, Division ofCorporation Finance (the "Staff') ofthe Securities and Exchange Commission (the "Commission") concurs with the Company's view that the effectiveness during the 2013 Fiscal Year ofPost-Effective Amendment No. 1 ("Post-Effective Amendment No. 1 ")to the S-3 Registration Statement would not, under the circumstances described herein, preclude the Subsidiary Guarantors from filing a Form 15 to suspend their reporting obligations with respect to the 2013 Fiscal Year under
Section 15(d) ofthe Exchange Act in reliance on Rule 12h-3 thereunder. Unless otherwise
indicated, each reference herein to a "Section" or "Rule" is to the corresponding Exchange Act
section or rule promulgated thereunder, respectively.
The Company has authorized us to make the statements set forth in this letter on behalf of the Company and the Subsidiary Guarantors.

Office ofChief Counsel
Background
The S-3 Registration Statement was filed by the Company and its subsidiary guarantors named therein on May 23, 2011, to register securities of the Company and the Guarantees of Debt Securities. The S-3 Registration Statement was declared effective on June 3, 2011. Post￾Effective Amendment No. 1 was filed on April 26, 2013, for the purposes of (i) noting that certain entities that were originally co-registrant subsidiary guarantors under the S-3 Registration Statement have been sold or merged out of existence, (ii) noting that the names of certain other entities that were co-registrant subsidiary guarantors under the S-3 Registration Statement have been changed, and (iii) making certain other revisions updating the S-3 Registration Statement as a result ofthe Company regaining its eligibility to use Form S-3 for the shelf registration after losing such eligibility as a result of a late filing of its Annual Report on Form 10-K for the fiscal year ended December 31, 2011. Post-Effective Amendment No. 1 was declared effective on May 22, 2013. Neither the Company nor any Subsidiary Guarantor utilized the S-3 Registration Statement while ineligible to use Form S-3. On September 9, 2013, Post-Effective Amendment No.2 ("Post-Effective Amendment No.2") to the S-3 Registration Statement was filed to deregister the Guarantees ofDebt Securities. Post-Effective Amendment No.2 was declared effective on September 12, 2013. Accordingly, the Subsidiary Guarantors are no longer registrants under the S-3 Registration Statement. No debt or other securities ofthe Company or Guarantees ofDebt Securities have ever been issued under the S-3 Registration Statement. The Subsidiary Guarantors do not have any class of securities that are registered or required to be registered under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act that would subject any ofthe Subsidiary Guarantors to the reporting obligations of Section 15( d) or any other provision ofthe Exchange Act, other than with respect to the deregistered Guarantees of Debt Securities. Each ofthe Subsidiary Guarantors has no outstanding class of securities other than its common stock (or equivalent equity interests in the case of an entity that is organized as a limited liability company or a limited partnership), all of which is 100% owned, directly or indirectly, by the Company. None ofthe Subsidiary Guarantors has any contractual obligation to continue to or otherwise file reports with the Commission pursuant to Section 15(d) or any other provision ofthe Exchange Act. Subject to the Staffs concurrence with the request set forth in this letter, the Subsidiary Guarantors will file a Form 15 with the Commission to suspend their duty to file reports under Section 15(d) with respect to the Guarantees ofDebt Securities in reliance on Rule 12h-3. The Subsidiary Guarantors will file such Form 15 only after the relief sought by this letter has been obtained, but no later than the filing
ofthe Company's Form 10-Q for the quarterly period ended September 30, 2013 (assuming the relief sought by this letter has been obtained before such date). The Subsidiary Guarantors have satisfied their reporting obligations under Section 15(d) since the Guarantees of Debt Securities were deregistered pursuant to Post-Effective Amendment No.2 and will file all reports required under Section 15(d) through the time offiling the Form 15 (assuming the relief sought by this letter is obtained).

Discussion
Because Post-Effective Amendment No.1 became effective during the 2013 Fiscal Year, the Subsidiary Guarantors continue to be subject to the obligation under Section 15(d) ofthe Exchange Act to file the reports required by Section 13 (a) ofthe Exchange Act for the remainder of the 2013 Fiscal Year. Rule 12h-3 permits an issuer to suspend its reporting obligations under Section 15(d) with respect to a class of securities if (A) the issuer has filed all reports required by Section 13(a) for the shorter of (i) its most recent three fiscal years and the portion of the current year preceding the date of filing a Form 15 and (ii) the period since the issuer became subject to such reporting obligations, and (B) the securities are held ofrecord by fewer than 300 persons. The Subsidiary Guarantors qualify for suspension oftheir reporting obligations under
Section 15(d) pursuant to Rule 12h-3 with respect to the Guarantees of Debt Securities but for
the provisions of paragraph (c) ofRule 12h-3. Prior to the effectiveness of Post-Effective Amendment No. 2, the Subsidiary Guarantors were eligible for, and availed themselves of, the exemption from the duty to file reports under Section 15(d) that is provided by Rule 12h-5 because they were permitted to omit financial statements by Rule 3-10 of Regulation S-X in accordance with paragraph (f) thereof (the "Rule 12h-5 Exemption"). In particular, each of the Subsidiary Guarantors is 100% owned, directly or indirectly, by the Company, the Guarantees of Debt Securities were full and unconditional and joint and several, and the Company's financial statements filed with the Commission since the effectiveness ofthe S-3 Registration Statement have included the condensed financial information ofthe Subsidiary Guarantors required by Rule 3-10(£)(4) ofRegulation S-X (the "Rule 3-10 Disclosure"). Since the Guarantees ofDebt Securities were deregistered pursuant to Post-Effective Amendment No.2, the Subsidiary Guarantors have satisfied their reporting obligations under Section 15( d). Therefore, the Subsidiary Guarantors satisfy the requirements ofRule 12h-3 but for the application ofthe provisions of paragraph (c) thereof, which would in effect require the Subsidiary Guarantors to continue to be subject to the obligation under Section 15( d) to file the reports required by Section 13(a) for the remainder ofthe 2013 Fiscal Year. Rule 12h-3(c) states that Rule 12h-3 is unavailable for any class ofsecurities for a fiscal year in which a registration statement relating to that class becomes effective or is required to be updated for purposes of Section 1 0( a)(3) under the Securities Act. The effectiveness ofPost￾Effective Amendment No. 1 bring the Subsidiary Guarantors within the scope ofRule 12h-3( c) for the 2013 Fiscal Year. We respectfully submit that the Subsidiary Guarantors should be able to rely on Rule 12h-3 to suspend their duty to file reports under Section 15( d), notwithstanding the provisions of Rule 12h-3( c), for the following reasons:
(1) the Subsidiary Guarantors meet the requirements of Rules 12h-3(a) and (b), (2) Section 15( d)'s purpose of providing current information to investors would not be undennined in granting the Subsidiary Guarantors relief,

(3) the benefits ofreporting for the Subsidiary Guarantors do not outweigh the burdens ofmaking such filings, and (4) the Commission has recognized in a number of similar situations that a literal reading ofRule 12h-3(c) is not always justified by public policy considerations. The issue presented in this letter is whether the effectiveness ofPost-Effective Amendment No. 1 during the 2013 Fiscal Year should preclude the Subsidiary Guarantors from utilizing Rule 12h-3. The Subsidiary Guarantors meet all requirements ofRules 12h-3(a) and (b) to suspend their duty under Section 15(d) to file reports required by Section 13(a). For the periods since each Subsidiary Guarantor became subject to the reporting obligations of Section 15( d) and prior to the effectiveness ofPost-Effective Amendment No.2, each Subsidiary Guarantor has throughout such periods been eligible for, and has availed itself of, the Rule 12h-5 Exemption. The Company's financial statements filed with the Commission since the effectiveness of the S-3 Registration Statement have included the Rule 3-10 Disclosure for the Subsidiary Guarantors. The Company further advises the Staff and represents that, as of the date ofthis letter, each Subsidiary Guarantor is current in its reporting obligations under the Exchange Act. The Company further represents that, as of the date that a Form 15 will be filed to suspend the reporting obligations of each Subsidiary Guarantor under Section 15( d) with respect to the Guarantees ofDebt Securities in reliance on Rule 12h-3, each Subsidiary Guarantor will have filed with the Commission all reports required by Sections 13(a) and 15(d) before such date. Furthermore, the Subsidiary Guarantors will not issue any Guarantees of Debt Securities under the S-3 Registration Statement in any future offerings of debt securities by the Company under the S-3 Registration Statement, and the Guarantees ofDebt Securities were deregistered effective September 12, 2013, pursuant to Post-Effective Amendment No.2. There has never been any Guarantees of Debt Securities issued under the S-3 Registration Statement.
Section 15(d) 's purpose ofproviding current information to purchasers would not be
undermined by granting the Subsidiary Guarantors relief The Staffhas indicated on several occasions that a literal reading of Rule 12h-3 is not always justified as a matter ofpublic policy. In Release No. 34-20263 (October 5, 1983) (the "Proposing Release") proposing to revise Rule 12h-3, the Commission stated that the purpose of periodic reporting under Section 15(d) is "to assure a stream of current infonnation about an issuer for the benefit of purchasers in the registered offering, and for the public, in situations where Section 13 ofthe Exchange Act would not otherwise apply" and that "this [Rule 12h-3(c)] limitation is in keeping with the philosophy reflected in Section 15(d) of the Exchange Act that generally the investing public should have available complete infonnation about the issuer's activities at least through the end of the year in which it makes a registered offering." As noted above, the Subsidiary Guarantors have never issued any Guarantees ofDebt Securities and will not issue any Guarantees ofDebt Securities under the S-3 Registration Statement in any future securities offerings of debt securities under the S-3 Registration Statement that the Company may undertake as the Guarantees ofDebt Securities have been deregistered pursuant to Post-Effective Amendment No.2. As a result, there are and will be no holders of Guarantees ofDebt Securities who would be protected by, or would in any way benefit from, the continued obligation of the Subsidiary Guarantors to file reports

under Section 15(d) for the 2013 Fiscal Year that would result from the application ofRule 12h￾3(c). Benefits ofreporting do not outweigh the burdens ofmaking such filings. In the Proposing Release, the Commission noted that Rule 12h-3 suspended the duty to file reports because "Congress recognized, with respect to Section 15( d), that the benefits ofperiodic reporting by an issuer might not always be commensurate with the burdens imposed." In several analogous cases involving the release and termination and/or redemption of an issuer's registered securities, the Staff has recognized that the benefits of continued reporting when there are or will be few or no holders of such securities do not outweigh the burdens ofmaking such filings. See, e.g., AmerisourceBergen Corp. (available July 25, 2012); Republic Services, Inc. (available July 24, 2012); MXenergy Holdings Inc. (available August 18, 2011); Aeroflex Incorporated (available August 4, 2011); CPG International, Inc. (available March 23, 2011); Goodman Global Group, Inc. (available December 14, 2010); Comtech Telecommunications Corp. (available August 27, 2009); Media General Communications, Inc. (available April1, 1997); Alamo Rent-A-Car, Inc. (available February 4, 1997); and Ferrellgas, Inc. (available August 19, 1994). As noted previously, the Subsidiary Guarantors have not issued and will not issue any Guarantees of Debt Securities under the S-3 Registration Statement. The Guarantees ofDebt Securities were deregistered pursuant to Post-Effective Amendment No.2. Requiring each Subsidiary Guarantor to continue its Section 15( d) reporting under these circumstances does not appear to be justified by the Commission's policy articulated in the Proposing Release and would impose a significant burden on the Company due to the dedication ofmanagement time and cost that would be required to satisfy the Section 15(d) reporting obligations ofthe Subsidiary Guarantors for the remainder ofthe 2013 Fiscal Year. Prior no action reliefgranted with respect to Rule 12h-3 (c). The Staff has recognized that a literal reading of Rule 12h-3 can have unintended consequences and, accordingly, has provided relief by taking a no-action position similar to that requested herein in many other analogous instances. See e.g., AmerisourceBergen Corp. (available July 25, 2012) (Staff permits suspension ofreporting by subsidiary guarantors where all guarantees of debt securities had been terminated and released); Republic Services, Inc. (available July 24, 2012) (Staff permits suspension ofreporting by subsidiary guarantors where all guarantees of debt securities had been released); MXenergy Holdings Inc. (available August 18, 2011) (Staff permits suspension of reporting where all notes have been redeemed); Aeroflex Incorporated (available August 4,
2011) (Staff permits suspension ofreporting where all notes have been repurchased or
redeemed); CPG International, Inc. (available March 23, 2011) (Staff permits suspension of reporting where all notes have been repurchased or redeemed); Goodman Global Group, Inc. (available December 14, 2010) (Staffpennits suspension ofreporting where all notes have been redeemed); Comtech Telecommunications Corp. (available August 27, 2009) (Staffpennits suspension ofreporting by subsidiary guarantors where the guarantees have been terminated upon the conversion of all guaranteed notes into common stock); Media General Communications, Inc. (available April 1, 1997) (Staff permits suspension ofreporting where all notes have been redeemed); Alamo Rent-A-Car, Inc. (available February 4, 1997) (Staffpennits suspension ofreporting where most notes have been repurchased and all remaining notes have been defeased); and F errellgas, Inc. (available August 19, 1994) (Staff pennits suspension of

reporting where all notes have been redeemed and all debentures have been repurchased). In each of these cases, notwithstanding that a registration statement under the Securities Act had been declared effective or updated pursuant to Section 10(a)(3) of the Securities Act in the fiscal year in question, the Staff agreed with the position that Rule 12h-3(c) does not require an issuer to remain subject to the reporting requirements of Section 15( d) for the remainder of such fiscal year. Unlike the precedents noted above, the Guarantees of Debt Securities have never been issued under the S-3 Registration Statement. However, the rationale for providing relief from the technical reading of Rule 12h-3 in such precedents is also applicable with respect to the Subsidiary Guarantors. We also note that while the Subsidiary Guarantors do not fall within the scope of the two situations described by the Staffin the StaffLegal Bulletin No. 18 (CF) (March 15, 2010) ("SLB No. 18"), the Subsidiary Guarantors otherwise satisfy the conditions set forth in SLB No. 18 for an issuer to be exempted from the requirements to receive a no-action response from the Division of Corporation Finance before filing a Form 15 to suspend its Section 15(d) reporting obligations in reliance on Rule 12h-3. As discussed in further detail above, the Subsidiary Guarantors (1) do not have a class of securities registered under Section 12 of the Exchange Act, (2) comply with the requirements of Rules 12h-3(a) and 12h-3(b), will file a Form 15 and will be current in their respective reporting obligations as of the date of filing such Form 15, and (3) have removed all unsold Guarantees of Debt Securities from registration pursuant to Post￾Effective Amendment No. 2. Conclusion and Request For the reasons discussed above, we respectfully request, on behalf of the Company, that the Staff issue a no-action letter advising us that the Staff concurs with the Company's view that the effectiveness ofPost-Effective Amendment No.1 during the 2013 Fiscal Year would not, under the circumstances described herein, preclude the Subsidiary Guarantors from filing a Form 15 to suspend their reporting obligations with respect to the 2013 Fiscal Year under Section 15(d) of the Exchange Act in reliance on Rule 12h-3 thereunder. If and when relief is granted by the Staff with respect to the foregoing, the Subsidiary Guarantors will file a Form 15 (designating Rule 12h-3(b)(1)(i) as the appropriate rule provision relied upon to suspend the duty to file reports) prior to the due date for filing Section 13(a) reports for the quarter ended September 30, 2013. In the event any Subsidiary Guarantor no longer qualifies for the suspension of its reporting obligations as a result of having Guarantees of Debt Securities being held of record by 300 or more persons on the first day of any subsequent fiscal year, such Subsidiary Guarantor will resume its reporting obligations. If the Staff disagrees with any of the views
expressed herein, we respectfully request an opportunity to discuss this matter with the Staffbefore any written response to this letter is issued.

Office ofChief Counsel
Division ofCorporation Finance
Page?
Please contact the undersigned at ( 4 79) 587-3418 or Robert Melgaard at (918) 586-8973 should you have any questions, comments or should you desire additional information. cc: Van A. Welch Peter W. Arbour Willbros Group, Inc.

EXHIBIT A

TABLE OF SUBSIDIARY GUARANTORS

Name
Bemis, LLC
Chapman Construction Co., L.P.
Chapman Construction Management Co., Inc.
Chapman Holding Co., Inc.
Construction & Turnaround Services, L.L.C.
Halpin Line Construction LLC
Hawkeye, LLC
Lineal Industries, Inc.
Willbros Downstream, LLC
Willbros Downstream of Oldahoma, Inc.
Premier Utility Services, LLC
Premier West Coast Services, Inc.
Skibeck Pipeline Company, Inc.
Skibeck PLC, Inc.
Trafford Corporation
UTILX Corporation
UtilX Overseas Holdings, Inc.
Willbros Construction California (U.S.), Inc.
Willbros Construction (U.S.), LLC
Willbros Energy Services Company
Willbros Engineers, LLC
Willbros Engineers (U.S.), LLC
Willbros Engineering California (U.S.), Inc.
Willbros Government Services (U.S.), LLC
Willbros Midstream Services (U.S.), LLC
Willbros Project Services (U.S.), LLC
Willbros Refinery and Maintenance Services
(U.S.), LLC
Willbros T &D Services, LLC
Willbros United States Holdings, Inc.
Willbros Utility T &D Group Common
Paymaster, LLC
Willbros Utility T &D Holdings, LLC
State of

Incorporation or

Organization

Vermont

Texas

Texas

Nevada

Oklahoma

New York

New York

Pennsylvania

Oldahoma

Oldahoma

New York

Oldahoma

New York

New York

Pennsylvania

Delaware

Louisiana

Delaware
Commission File No.
333-174406-35
333-174406-34
333-174406-31
333-174406-33
333-17 4406-32
333-174406-30
333-17 4406-29
333-174406-22
333-174406-21
333-17 4406-20
333-174406-19
333-17 4406-04
333-174406-18
333-174406-17
333-174406-16
333-174406-15
333-174406-14
333-174406-13
333-174406-12
333-174406-11
333-17 4406-02
333-174406-10
333-17 4406-09
333-174406-08
333-17 4406-07
333-174406-06
333-174406-05
333-174406-01
333-17 4406-03
333-174406-28
333-174406-27