UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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) August 11, 2015

WILLBROS GROUP, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

(713) 403-8000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On August 11, 2015, 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.

As required under Rule 802.01C, the Company issued a press release on August 17, 2015, announcing that it had received the NYSE notice. A copy of the press release dated August 17, 2015, is attached as Exhibit 99.1 to this Form 8-K.

This information is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 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.

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SIGNATURES

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

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EXHIBIT INDEX

Exhibit 99.1

FOR IMMEDIATE RELEASE

Willbros Group Expects to Restore Compliance with NYSE Continued Listing Requirement

HOUSTON, TX, AUGUST 17, 2015 — Willbros Group, Inc. (NYSE: WG) announced today that it received notification on August 11, 2015 from the New York Stock Exchange (“NYSE”) that the price of Willbros common stock has fallen below the NYSE’s continued listing standard, which requires the average closing price of a listed company’s common stock to be at least $1.00 per share over a consecutive 30-day trading period.

Willbros intends to respond to the NYSE within 10 business days with a plan to cure the deficiency. The Company has six months, or in certain circumstances, until it can take shareholder action at its next annual meeting, to regain compliance with the NYSE continued listing requirements. During the cure period, Willbros common stock will continue to be listed and traded on the NYSE, subject to compliance with the other listing standards. The NYSE notification does not conflict with or violate any of the Company’s credit or debt obligations.

John T. McNabb, II, Chairman and Chief Executive Officer, commented, “The current share price does not reflect the intrinsic value of Willbros. Our share price has been under pressure due to macro events which have affected the global energy industry as well as events specific to Willbros’ financial performance. Over the last 11 months, at the direction of the Board of Directors, management has taken aggressive actions to reduce G&A costs, exit non-performing businesses, sell non-core assets in order to reduce debt, bolster operating staff and management, and streamline operations. Our previously disclosed plan to sell our Professional Services segment remains on track and we believe we should have an agreement in place to sell the segment by the end of the third quarter, with the potential to significantly reduce our debt levels in the fourth quarter of 2015. We believe all these actions will restore confidence in the company and translate into a higher valuation for our shareholders.”

If the Willbros share price has not recovered at the end of the cure period, or, under certain circumstances, after the Company’s next annual meeting if shareholder action is required, the Company’s common stock will be subject to NYSE’s suspension and delisting procedures.

Willbros is a specialty energy infrastructure contractor serving the oil, gas, refining, petrochemical and power industries. Our offerings include engineering, procurement and construction (either individually or as an integrated EPC service offering), maintenance, facilities development and operations services. For more information on Willbros, please visit our web site at www.willbros.com.

This announcement contains forward-looking statements. All statements, other than statements of historical facts, which address activities, events or developments the Company expects or anticipates will or may occur in the future, are forward-looking statements. A number of risks and uncertainties could cause actual results to differ materially from these statements, including inability to maintain or regain compliance with the New York Stock Exchange continued listing standards; inability to complete the

		1 of 2 CONTACT: Michael W. Collier SVP Investor Relations Marketing & Communications Willbros 713-403-8038

planned sale of the Professional Services segment and other discrete assets; inability to timely collect contractually due receivables; unanticipated accounting or other issues regarding any material weaknesses in internal control over financial reporting; inability of the Company or its independent auditor to confirm relevant information or data; unanticipated issues that prevent or delay the Company’s independent auditor from completing its review of financial statements or that require additional efforts, procedures or review; the untimely filing of financial statements; pending and potential investigations and lawsuits; the identification of one or more issues that require restatement of one or more other prior period financial statements; ability to remain in compliance with, or obtain waivers under, the Company’s existing loan agreements; ability to dispose of businesses and assets in a timely manner at reasonable valuations; the existence of other material weaknesses in internal control over financial reporting; contract and billing disputes; new legislation or regulations detrimental to the economic operation of refining capacity in the United States; availability of quality management; availability and terms of capital; changes in, or the failure to comply with, government regulations; the promulgation, application, and interpretation of environmental laws and regulations; future E&P capital expenditures; oil, gas, gas liquids, and power prices and demand; the amount and location of planned pipelines; poor refinery crack spreads; delay of planned refinery outages and upgrades and development trends of the oil, gas, power, refining and petrochemical industries; as well as other risk factors described from time to time in the Company’s documents and reports filed with the SEC. The Company assumes no obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required by law.

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		2 of 2 CONTACT: Michael W. Collier SVP Investor Relations Marketing & Communications Willbros 713-403-8038