BW Babcock & Wilcox Enterprises
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 3, 2021
BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
|(State or other jurisdiction of incorporation)||(Commission File Number)||(I.R.S. Employer Identification No.)|
|1200 EAST MARKET STREET, SUITE 650 AKRON, OH||44305|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrant’s telephone number, including area code: (330) 753-4511
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:
|o||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|o||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|o||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|o||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of Each Class||Trading Symbol||Name of Each Exchange on Which Registered|
|Common Stock, par value $0.01 per share||BW||New York Stock Exchange|
|8.125% Senior Notes due 2026||BWSN||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
|Item 7.01||Regulation FD Disclosure|
On May 3, 2021, the Company issued a press release announcing the commencement of an underwritten registered public offering of the Company’s Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share, with a liquidation preference of $25.00 per share (“Series A Preferred Stock”), pursuant to an effective registration statement previously filed with the Securities and Exchange Commission (the “SEC”). A copy of the press release is attached hereto as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference. The dividend rate and certain other terms of the Series A Preferred Stock will be determined at the time of the pricing of the offering. The exact timing and terms of the offering will depend on market conditions and other factors.
In addition, in connection with the offering of Series A Preferred Stock, the Company will be making road show presentations to certain existing and potential securityholders of the Company (collectively, the “Roadshow Materials”). A copy of the Roadshow Materials for the offering of Series A Preferred Stock is attached hereto as Exhibit 99.2. The information contained in the Roadshow Materials is summary information that should be considered in the context of the Company’s filings with the SEC and other public announcements the Company may make by press release or otherwise from time to time.
This Current Report on Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy the Series A Preferred Stock or any other securities, nor shall there be any sale of securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall such information 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 filing.
This Current Report on Form 8-K (and the exhibits attached hereto) may contain “forward-looking” statements as defined by the Private Securities Litigation Reform Act of 1995 or by the SEC in its rules, regulations and releases. These statements include, but are not limited to, the Company’s anticipated results of operations for 2021, the Company’s plans, objectives, expectations and intentions regarding the performance of its business, the terms and conditions and timing of the Series A Preferred Stock offering, the intended use of proceeds of the Series A Preferred Stock offering and other non-historical statements. These statements can be identified by the use of words such as “believes,” “anticipates,” “expects,” “intends,” “plans,” “continues,” “estimates,” “predicts,” “projects,” “forecasts,” “targets”, and similar expressions. All forward-looking statements are based on management’s current expectations and beliefs only as of the date of this report and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those discussed in, or implied by, the forward-looking statements, including without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks identified and discussed from time to time in the Company’s reports filed with the SEC, including the Company’s most recent Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 8, 2021. Readers are strongly encouraged to review carefully the full cautionary statements described in these reports. Except as required by law, the Company undertakes no obligation to revise or update publicly any forward-looking statements to reflect events or circumstances after the date of this report, or to reflect the occurrence of unanticipated events or circumstances.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release dated May 3, 2021|
|99.2||Roadshow Materials dated May 3, 2021|
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 thereunto duly authorized.
|Babcock & Wilcox Enterprises, Inc.|
|Date: May 3, 2021||By:||/s/ Louis Salamone|
|Executive Vice President, Chief Financial Officer and Chief Accounting Officer|
|(Principal Accounting Officer and Duly Authorized Representative)|