Willbros Securities Litigation
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Frequently Asked Questions


  1. Why did I get the Notice?
  2. Why is there a settlement?
  3. How do I know if I am a member of the Settlement Class?
  4. What if I am still not sure if l am included?
  5. What does the Settlement provide?
  6. How much will my payment be?
  7. How can I receive a payment?
  8. When would I receive my payment?
  9. What am I giving up to get a payment or to stay in the Settlement Class?
  10. How do I opt out of the Settlement Class and the proposed Settlement?
  11. If I do not exclude myself, can I sue the Defendants and the other Released Parties for the same thing later?
  12. If I exclude myself, can I get money from the proposed Settlement?
  13. Do I have a lawyer in this case?
  14. How will the lawyers be paid?
  15. How do I tell the Court that I object to the proposed Settlement?
  16. What is the difference between objecting and excluding?
  17. When and where will the Court decide whether to approve the proposed Settlement?
  18. Do I have to come to the hearing?
  19. May I speak at the hearing?
  20. What happens if I do nothing?
  21. How do I get more information?

 



  1. Why did I get the Notice?

    The Notice was sent to you pursuant to an Order of a U.S. Federal Court because you or someone in your family or an investment account for which you serve as custodian may have purchased or otherwise acquired Willbros common stock during the Settlement Class Period (February 28, 2014 through March 17, 2015).

    The Notice explains the class action lawsuit, the Settlement, Settlement Class Members’ legal rights in connection with the Settlement, what benefits are available, who is eligible for them and how to get them.

    The Court in charge of the Action is the United States District Court for the Southern District of Texas (the “Court”), and the case is known as In re Willbros Group, Inc. Securities Litigation, Master File No. 4:14-cv-3084-KPE. The case has been assigned to the Honorable Keith P. Ellison. The pension funds representing the Settlement Class are the “Lead Plaintiffs,” and the company and individuals they sued, who have now settled, are called the Defendants.

    The Notice does not imply that there has been or would be a finding of a violation of the law or that recovery could be had in any amount if the Action were not settled.

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  2. Why is there a settlement?

    The Court has not decided in favor of Defendants or in favor of Lead Plaintiffs. Instead, both sides agreed to the Settlement to avoid the distraction, costs and risks of further litigation, and Lead Plaintiffs agreed to the Settlement in order to ensure that Settlement Class Members will receive compensation.

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  3. How do I know if I am a member of the Settlement Class?

    The Court directed that everyone who fits this description is a Settlement Class Member: all Persons who purchased or otherwise acquired Willbros common stock during the period from February 28, 2014, through and including March 17, 2015, except those Persons and entities that are excluded.

    Excluded from the Settlement Class are: Defendants; any officers or directors of Willbros during the Settlement Class Period and any current officers or directors of Willbros; any corporation, trust, or other entity in which any Defendant has a controlling interest; and the members of the immediate families of Randy R. Harl, Van A. Welch, and John T. McNabb and their legal representatives, heirs, successors, or assigns. Also excluded from the Settlement Class is any Settlement Class Member who timely and validly excludes themselves therefrom by submitting a request for exclusion in accordance with the requirements set forth in Question 11 in the Notice.

    Please Note: Receipt of this Notice does not mean that you are a Settlement Class Member or that you will be entitled to receive a payment from the Settlement. If you are a Settlement Class Member and you wish to be eligible to participate in the distribution of proceeds from the Settlement, you are required to submit the Proof of Claim that is being distributed with this Notice and the required supporting documentation as set forth therein postmarked or submitted online on or before September 6, 2018.

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  4. What if I am still not sure if l am included?

    If you are still not sure whether you are included, you can ask for free help. You can contact the Claims Administrator toll-free at 1-877-664-1445, or you can fill out and return the Proof of Claim enclosed with the Notice package to see if you qualify.

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  5. What does the Settlement provide?

    The Settlement provides that, in exchange for the release of the Released Claims (defined in the Notice) and dismissal of the Action, Defendants have agreed to pay (or cause to be paid) $10 million in cash to be distributed after taxes, fees, and expenses, pro rata, to Settlement Class Members who send in or submit a valid Proof of Claim pursuant to the Court-approved Plan of Allocation. The Plan of Allocation is described in more detail at the end of the Notice.

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  6. How much will my payment be?

    Your share of the Net Settlement Fund will depend on several things, including the total amount of claims represented by the valid Proofs of Claim that Settlement Class Members send in or submit, compared to the amount of your claim, all as calculated under the Plan of Allocation discussed in the Notice.

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  7. How can I receive a payment?

    To be eligible to receive a payment from the Settlement, you must submit a Proof of Claim. A Proof of Claim is enclosed with the Notice or it may be downloaded at here. Read the instructions carefully, fill out the Proof of Claim, include all the documents the form asks for, sign it and mail or submit it online so that it is postmarked (if mailed) or received (if submitted online) no later than September 6, 2018. The Proof of Claim may be submitted online at here.

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  8. When would I receive my payment?

    The Court will hold a Settlement Hearing on August 2, 2018, at 2:00 p.m. CT, to decide whether to approve the Settlement. If the Court approves the Settlement, there might be appeals. It is always uncertain whether appeals can be resolved, and if so, how long it would take to resolve them. It also takes time for all the Proofs of Claim to be processed. Please be patient.

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  9. What am I giving up to get a payment or to stay in the Settlement Class?

    Unless you timely and validly exclude yourself, you will remain a Settlement Class Member, and that means you cannot sue, continue to sue, or be part of any other lawsuit against Defendants or their Related Persons about the Released Claims (as defined below) in this case. It also means that all of the Court’s orders will apply to you and legally bind you. If you remain a Settlement Class Member, and if the Settlement is approved, you will give up all “Released Claims” (as defined below), including “Unknown Claims” (as defined below), against the “Released Parties” (as defined below):

    • “Released Claims” means and includes any and all Claims and Unknown Claims (as defined below) that Lead Plaintiffs or any other member of the Settlement Class (a) asserted in any pleadings or briefs filed in the Action, or (b) could have asserted on behalf of any of the Releasing Parties (as defined in paragraph 1.29 of the Stipulation) in any capacity in any forum that arise out of, relate in any way to, are connected with, or are in any way based upon both (i) the allegations, transactions, facts, matters, occurrences, representations, or omissions involved in, set forth in, or otherwise related, directly or indirectly, to any pleadings or briefs filed by any party in the Action (including, but not limited to, all claims that arise out of, relate in any way to, are connected with, or are in any way based on any disclosures, public filings, registration statements, or other statements by Willbros or its officers, directors, employees, or agents before or during the Settlement Class Period), and (ii) the purchase or acquisition of Willbros securities during the Settlement Class Period. Notwithstanding the foregoing, “Released Claims” does not include any derivative or ERISA claims, or claims to enforce the terms of the Stipulation or orders or judgments issued by the Court in connection with this Settlement.
    • “Released Defendants’ Claims” means any and all claims, rights, duties, controversies, obligations, demands, actions, debts, sums of money, suits, contracts, agreements, promises, damages, losses, judgments, liabilities, allegations, arguments, and causes of action of every nature and description (including Unknown Claims), whether arising under federal, state, local, common, statutory, administrative, or foreign law, or any other law, rule or regulation, at law or in equity, that arise out of or relate in any way to the institution, prosecution, or settlement of the claims against Defendants in the Action, except for claims relating to the enforcement of the Settlement.
    • “Released Parties” means each and all of the Defendants and their Related Persons, including all of Willbros’ current and former officers, directors, and employees.
    • “Related Persons” means, with respect to each Released Party, the immediate family members, heirs, executors, administrators, successors, assigns, employees, officers, directors, attorneys, legal representatives, accountants, insurers, reinsurers, and agents of each of them, and any person or entity that is or was related to or affiliated with any Released Party or in which any Released Party has a controlling interest, and the present and former parents, subsidiaries, divisions, affiliates, predecessors, successors, and the employees, officers, directors, attorneys, assigns, legal representatives, insurers, reinsurers, and agents of each of them.
    • “Unknown Claims” means all Claims of every nature and description that any Lead Plaintiff or any Settlement Class Member does not know or suspect to exist in its, his, or her favor at the time of the release of the Released Parties and any and all Released Defendants’ Claims that the Released Parties do not know or suspect to exist, in his or its favor at the time of the release of the Releasing Parties, which, if known by it or him, might have affected its or his settlement with and release of the Released Parties, or might have affected its, his, or her decision not to opt-out or object to this Settlement, or the settlement with and release of the Releasing Parties.

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  10. How do I opt out of the Settlement Class and the proposed Settlement?

    To exclude yourself from the Settlement Class and the Settlement, you must send a letter by First-Class Mail stating that you “request exclusion from the Settlement Class in the Willbros Securities Settlement.” You cannot exclude yourself by telephone or e-mail. Your letter must include your purchases, acquisitions, and sales of Willbros common stock during the Settlement Class Period, including the dates, the number of shares of Willbros common stock purchased, acquired or sold and price paid or received for each such purchase, acquisition or sale. In addition, you must include your name, address, telephone number, and your signature. You must submit your exclusion request so that it is postmarked no later than July 12, 2018 to:

    Willbros Securities Settlement
    c/o Gilardi & Co. LLC
    Claims Administrator
    EXCLUSIONS 3301 Kerner Blvd.
    San Rafael, CA 94901

    Your exclusion request must comply with these requirements in order to be valid and effective. Lead Counsel or the Claims Administrator may, at their discretion, request from any person or entity requesting exclusion documentation sufficient to prove his, her, or its purchases, acquisitions and/or sales of Willbros common stock during the Settlement Class Period.

    If you ask to be excluded, you will not receive any payment from the Settlement, and you cannot object to the Settlement. You will not be legally bound by anything that happens in this lawsuit, and you may be able to sue the Defendants and the other Released Parties about the Released Claims in the future.

    Defendants have the right to terminate the Settlement if valid requests for exclusion are received from persons and entities entitled to be members of the Settlement Class in an amount that exceeds an amount agreed to by Lead Plaintiffs and Defendants.

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  11. If I do not exclude myself, can I sue the Defendants and the other Released Parties for the same thing later?

    No. Unless you exclude yourself, you give up any rights you may potentially have to sue the Defendants and the other Released Parties for any and all Released Claims (regardless of whether or not you submit a Proof of Claim). If you have a pending lawsuit against the Released Parties, speak to your lawyer in that case immediately. You must exclude yourself from the Settlement Class in this Action to continue your own lawsuit. Remember, the exclusion deadline is July 12, 2018.

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  12. If I exclude myself, can I get money from the proposed Settlement?

    No. If you exclude yourself, you should not send in a Proof of Claim to ask for any money. But, if you do exclude yourself, you may have the right to potentially sue or be part of a different lawsuit against the Defendants and the other Released Parties.

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  13. Do I have a lawyer in this case?

    The Court ordered that the law firm of Robbins Geller Rudman & Dowd LLP represents the Settlement Class Members, including you. These lawyers are called Lead Counsel. If you want to be represented by your own lawyer, you may hire one at your own expense.

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  14. How will the lawyers be paid?

    Lead Counsel will apply to the Court for an award of attorneys’ fees not to exceed thirty percent (30%) of the Settlement Amount and for expenses and costs in an amount not to exceed $525,000 in connection with the Action, plus interest on such fees and expenses at the same rate as earned by the Settlement Fund. Such sums as may be approved by the Court will be paid from the Settlement Fund.

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  15. How do I tell the Court that I object to the proposed Settlement?

    If you are a Settlement Class Member, and do not otherwise exclude yourself from the Settlement Class, you can comment on or object to the proposed Settlement, the proposed Plan of Allocation, Lead Counsel’s fee and expense application and/or Lead Plaintiffs’ time and expense request. You can write to the Court setting out your comment or objection. The Court will consider your views. To comment or object, you must send a signed letter saying that you wish to comment on or object to the proposed Settlement, Plan of Allocation and/or fee and expense application in the Willbros Securities Settlement. Include your name, mailing address, daytime telephone number, e-mail address and your signature, state the number of shares of Willbros common stock owned as of the beginning of trading on February 28, 2014 (the first day of the Settlement Class Period), identify the date(s), price(s) and number(s) of shares of Willbros common stock you purchased, acquired and sold during the Settlement Class Period and state your comments or the reasons why you object to the proposed Settlement, Plan of Allocation and/or fee and expense application, including any legal support for such objection. You must also include copies of documents demonstrating such purchase(s), acquisition(s) and/or sale(s). Your comments or objection must be filed with the Court and mailed or delivered to each of the following addresses such that it is received no later than July 12, 2018:

    COURT

    Clerk of the Court
    UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF TEXAS
    United States Courthouse
    515 Rusk Avenue
    Houston, TX 77002

    LEAD COUNSEL

    ROBBINS GELLER RUDMAN & DOWD LLP
    ELLEN GUSIKOFF STEWART
    655 West Broadway, Suite 1900
    San Diego, CA 92101

    DEFENDANTS' COUNSEL

    BAKER BOTTS L.L.P.
    AMY PHARR HEFLEY
    One Shell Plaza
    910 Louisiana Street
    Houston, TX 77002

    Any person who fails to comply with the requirements for objecting to the Settlement will be deemed to have waived all such objections and will be foreclosed from raising any objection to the proposed Settlement or to any part thereof.

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  16. What is the difference between objecting and excluding?

    Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you stay in the Settlement Class.

    Excluding yourself is telling the Court that you do not want to be paid and do not want to release any claims you think you may have against Defendants and their Related Persons. If you exclude yourself, you cannot object to the Settlement because it does not affect you.

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  17. When and where will the Court decide whether to approve the proposed Settlement?

    The Court will hold a Settlement Hearing at 2:00 p.m. CT, on August 2, 2018, in the Courtroom of the Honorable Keith P. Ellison at the United States District Court for the Southern District of Texas, 515 Rusk Avenue, Houston, TX 77002. At the hearing, the Court will consider whether the Settlement and the Plan of Allocation are fair, reasonable and adequate. If there are objections, the Court will consider them, even if you do not ask to speak at the hearing. The Court will listen to people who have asked to speak at the hearing. The Court may also issue a ruling on Lead Counsel’s application for attorneys’ fees and expenses (which request may include an application for reimbursement for Lead Plaintiffs’ time and expenses in representing the Settlement Class in an amount not to exceed $15,000, in the aggregate). After the Settlement Hearing, the Court will decide whether to approve the Settlement and the Plan of Allocation. We do not know how long these decisions will take. You should be aware that the Court may change the date and time of the Settlement  Hearing without another notice being sent to Settlement Class Members. If you want to attend the hearing, you should check with Lead Counsel or this website beforehand to be sure that the date and/or time has not changed.

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  18. Do I have to come to the hearing?

    No. Lead Counsel will answer questions the Court may have. But, you are welcome to come at your own expense. If you send an objection, you do not have to come to Court to talk about it. As long as you mailed your written objection on time, the Court will consider it. You may also pay your own lawyer to attend, but that is not necessary. Settlement Class Members do not need to appear at the hearing or take any other action to indicate their approval.

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  19. May I speak at the hearing?

    If you object to the Settlement, the Plan of Allocation or the fee and expense application, you may ask the Court for permission to speak at the Settlement Hearing. To do so, you must include with your objection (see Question 16 above) a statement saying that it is your “Notice of Intention to Appear in the Willbros Securities Settlement.” Persons who intend to object to the Settlement, the Plan of Allocation and/or any attorneys’ fees and expenses to be awarded to Lead Counsel (including any reimbursement to Lead Plaintiffs for their time and expenses representing the Settlement Class) and desire to present evidence at the Settlement Hearing must include in their written objections the identity of any witnesses they may call to testify and copies of any exhibits they intend to introduce into evidence at the Settlement Hearing. Your notice of intention to appear must be received no later than July 12, 2018, and addressed to the Clerk of the Court, Lead Counsel and Defendants’ counsel at the addresses listed above in Question 15.

    You cannot speak at the hearing if you exclude yourself from the Settlement Class.

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  20. What happens if I do nothing?

    If you do nothing, you will not receive any money from this Settlement. In addition, unless you exclude yourself, you will not be able to start a lawsuit, continue with a lawsuit or be part of any other lawsuit against Defendants and their Related Persons about the Released Claims in this case, ever again.

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  21. How do I get more information?

    For even more detailed information concerning the matters involved in this Action, you can obtain answers to common questions regarding the proposed Settlement by contacting the Claims Administrator toll-free at 1-877-664-1445. Reference is also made to the Stipulation, to the pleadings in support of the Settlement, to the Orders entered by the Court, and to the other Settlement-related papers filed in the Action, which are posted on the Settlement website at www.WillbrosSecuritiesLitigation.com, and may be inspected at the Office of the Clerk of the United States District Court for the Southern District of Texas, 515 Rusk Avenue, Houston, TX 77002, during regular business hours. For a fee, all papers filed in this Action are available at www.pacer.gov.DO NOT CALL OR WRITE THE COURT, THE OFFICE OF THE CLERK OF THE COURT, DEFENDANTS, OR THEIR COUNSEL REGARDING THIS NOTICE.

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