SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
B.
Riley Financial, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
10,908,713
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
10,908,713
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
10,908,713
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.5%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
HC
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of common stock, par value $0.01 (the “Common Stock”), of Babcock
& Wilcox Enterprises, Inc. (the “Issuer”) as of March 6, 2019 as reported in the Issuer’s Amendment No.
1 to Form 10-K filed April 30, 2019 (“Form 10-K/A”).
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
B.
Riley Capital Management, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
1,550,276
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
1,550,276
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,550,276
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.9%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
IA
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s
Form 10-K/A.
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
B.
Riley FBR, Inc.
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
9,358,437
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
9,358,437
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
9,358,437
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
5.5%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
BD
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s
Form 10-K/A.
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
BRC
Partners Opportunities Fund, LP
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
1,550,276
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
1,550,276
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,550,276
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.9%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
PN
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s
Form 10-K/A.
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
BRC
Partners Management GP, LLC
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☐
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
WC
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Delaware
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
0
|
8
|
SHARED
VOTING POWER
|
1,550,276
|
9
|
SOLE
DISPOSITIVE POWER
|
0
|
10
|
SHARED
DISPOSITIVE POWER
|
1,550,276
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
1,550,276
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
0.9%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
OO
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s
Form 10-K/A.
SCHEDULE
13D
1
|
NAMES
OF REPORTING PERSONS
|
Bryant
R. Riley
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a)
☐
(b)
☒
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS (
See
Instructions)
|
PF
|
5
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
|
☐
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
United
States of America
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING POWER
|
514,675
|
8
|
SHARED
VOTING POWER
|
11,061,330
(1)
|
9
|
SOLE
DISPOSITIVE POWER
|
514,675
|
10
|
SHARED
DISPOSITIVE POWER
|
11,061,330
(1)
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
11,576,005
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (
See
Instructions)
|
☐
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
6.9%*
|
14
|
TYPE
OF REPORTING PERSON (
See
Instructions)
|
IN
|
|
|
|
|
* Percent
of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s
Form 10-K/A.
(1)
Reflects shares of Common Stock held jointly with Carleen Riley, Mr. Riley’s spouse,
with whom he shares voting and dispositive power and shares of Common Stock held directly by BRPLP and BRFBR.
Explanatory
Note
This
Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on November 30, 2018 (the “Original
Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on April 10, 2019 (as amended, the “Schedule
13D”), by the Reporting Persons relating to the Common Stock of Babcock & Wilcox Enterprises, Inc. (the “Issuer”).
By
virtue of entry into the Agreements (as defined below) and, in connection with the Agreements, the appointment of Mr. Bryant R.
Riley to serve as a director of the Issuer, the Reporting Persons may be deemed to constitute a “group” for purposes
of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Each Reporting Person expressly
disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group”
for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed
to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections
13(d) and 13(g) of the Act.
Information
reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information
contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in
the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer
to the Schedule 13D as amended and supplemented by this Amendment.
Item 2.
|
Identity
and Background
|
Item
2 is amended to add the following immediately after subsection (5):
|
(6)
|
The
address of the business office of Mr. Bryant R. Riley is 21255 Burbank Boulevard, Suite
400, Woodland Hills, California 91367. Mr. Riley, an individual, is the Co-Chief Executive
Officer and Chairman of the Board of Directors of BRF. During the last five years, Mr.
Riley has not been: (i) convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with
respect to such laws.
|
|
Item
3.
|
Source and Amount of Funds or Other Considerations
|
Item
3 is amended to add the following:
The
Common Stock beneficially owned by Mr. Riley was acquired with personal funds through various transactions on the open market.
As disclosed in the Original Schedule 13D, these shares were held by Mr. Riley prior to the filing of the Original Schedule 13D.
The aggregate purchase price of the 667,292 shares of Common Stock beneficially owned by Mr. Riley was approximately $1,389,056.37
(excluding commissions).
Item 4.
|
Purpose
of Transaction
|
Item
4 is amended to add the following:
On
April 30, 2019, the Issuer entered into a backstop exchange agreement (the “Backstop Exchange Agreement”) with BRFBR.
Pursuant to the Backstop Exchange Agreement, BRFBR has agreed to purchase from the Issuer, at a price of $0.30 per share, all
unsubscribed shares of the Issuer’s Common Stock to be issued in connection with a rights offering to be conducted on the
terms set forth in the Backstop Exchange Agreement. BRFBR may pay the purchase price for any Common Stock purchased pursuant to
the Backstop Exchange Agreement by cash or by exchanging an equal principal amount of Tranche A-2 or Tranche A-3 last-out term
loans extended under the Credit Agreement. The completion of the rights offering, as well as each parties obligations to complete
the purchase of shares pursuant to the Backstop Exchange Agreement, are subject to certain customary conditions, including among
others that (i) a registration statement with respect to the rights offering has been declared and remains effective, (ii) all
material governmental and third-party notifications and consents have been obtained, (iii) the Issuer has received stockholder
approval of each of the Equitization Proposals (as defined in the Backstop Exchange Agreement) and (iv) the rights offering has
been conducted in accordance with the terms of the Backstop Exchange Agreement.
BRFBR
will not receive any fee for acting as backstop pursuant to the Backstop Exchange Agreement. The offering, issuance, and distribution
of the shares of the Common Stock in connection with the Backstop Exchange Agreement, if any, will be exempt from the registration
requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(a)(2) of the
Securities Act.
On
April 30, 2019, the Issuer also entered into an investor rights agreement (the “Investor Rights Agreement”) with BRFBR
and Vintage Capital in connection with the Equitization Transactions. Under the Investor Rights Agreement, the Issuer agreed to
appoint at its annual meeting three directors to the Board nominated by each of BRFBR and Vintage, with the size of the full Board
to remain at seven directors. BRFBR designated Alan B. Howe and Mr. Riley to serve as Class II and Class III directors, respectively,
under the Investor Rights Agreement, each of whom has been appointed to the Board. BRFBR elected not to designate a third individual
at this time but retains the right to do so in the future. Vintage Capital nominated Henry E. Bartoli and designated Matthew E.
Avril and Brian R. Kahn, each of whom is already a member of the Board, as its nominees under the Investor Rights Agreement. Pursuant
to the Investor Rights Agreement, each of BRFBR and Vintage Capital will retain their right to nominate directors to serve on
the Board so long as they continue to meet certain quantitative thresholds with regard to the amount of Common Stock and debt
they beneficially own.
BRF’s
contractual rights to nominate directors will continue with respect to:
|
1.
|
prior
to the closing of the last of the Equitization Transactions:
|
|
(a)
|
three
Board members, for so long as BRFBR beneficially owns at least $56.25 million of the
Tranche A-2 Term Loan and Tranche A-3 Term Loan (as defined in the Investor Rights Agreement)
under the Issuer’s U.S. credit agreement, combined;
|
|
(b)
|
two
Board members, after the first time that BRFBR beneficially owns less than $56.25 million
of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, but for so long as
BRFBR continues to beneficially own at least $37.50 million of the Tranche A-2 Term Loan
and Tranche A-3 Term Loan, combined; and
|
|
(c)
|
one
Board member, after the first time that BRFBR beneficially owns less than $37.50 million
of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined;
|
|
2.
|
at
and after the closing of the Equitization Transactions:
|
|
(a)
|
three
Board members, for so long as BRFBR beneficially owns at least 75% of the Issuer’s
Common Stock that it owned as of the closing of the Equitization Transactions (the “Closing
BRFBR Stock Ownership”) and at least 75% of the Tranche A-2 Term Loan and Tranche
A-3 Term Loan, combined, beneficially owned by BRFBR as of the closing of the Equitization
Transactions (the “Closing Loan Ownership”);
|
|
(b)
|
two
Board members, after the first time that BRFBR beneficially owns less than 75% of the
Closing BRFBR Stock Ownership or less than 75% of the Closing Loan Ownership, but for
so long as BRFBR continues to beneficially own at least 50% of the Closing BRFBR Stock
Ownership and at least 50% of the Closing Loan Ownership; and
|
|
(c)
|
one
Board member, after the first time that BRFBR beneficially owns less than 50% of the
Closing BRFBR Stock Ownership or less than 50% of the Closing Loan Ownership;
|
Vintage
Capital’s contractual rights to nominate directors will continue with respect to:
|
1.
|
three
Board members, for so long as Vintage Capital beneficially own 75% of the Common Stock
it owned as of the record date for the annual meeting of the Issuer’s shareholders
held in 2019 (the “Closing Vintage Stock Ownership”);
|
|
2.
|
two
Board members, after the first time that Vintage Capital beneficially owns less than
75% of the Closing Vintage Stock Ownership but so long as Vintage Capital continues to
beneficially own at least 50% of the Closing Vintage Stock Ownership; and
|
|
3.
|
one
Board member, after the first time that Vintage Capital beneficially owns less than 50%
of the Closing Vintage Stock Ownership.
|
In
all instances, BRFBR and Vintage Capital, respectively, must beneficially own at least 5% of the outstanding voting power of all
of the Issuer’s Common Stock to retain their director nomination rights with regard to any directors.
The
Investor Rights Agreement also provides pre-emptive rights to BRFBR with respect to certain future issuances of the Issuer’s
equity securities. The Issuer also agreed to reimburse BRFBR and Vintage Capital for all reasonable out-of-pocket costs and expenses
they incur, including fees for legal counsel, in the contemplated rights offering.
On
April 30, 2019, the Issuer also entered into a registration rights agreement with BRFBR and Vintage Capital (the “Registration
Rights Agreement”, and together with the Backstop Exchange Agreement and the Investor Rights Agreement, the “Agreements”).
Pursuant to the Registration Rights Agreement, the Issuer agreed to provide BRFBR and Vintage Capital with customary demand and
piggyback registration rights for all shares of its Common Stock they beneficially own following the completion of the Equitization
Transactions. In addition, the Issuer agreed to provide certain piggyback registration rights to all persons who receive shares
of its Common Stock through certain of the Equitization Transactions and who sign a joinder to the Registration Rights Agreement.
The
foregoing description of each of the Agreements does not purport to be complete and is qualified in its entirety by reference
to the Backstop Exchange Agreement, Investor Rights Agreement and the Registration Rights Agreement, filed as Exhibits 2, 3 and
4, respectively, attached hereto.
Item 5.
|
Interest
in Securities of the Issuer
|
Item
5 is amended and restated as follows:
(a)
- (b)
|
1.
|
As
of the date hereof, BRPLP beneficially owned directly 1,550,276 shares of Common Stock
representing 0.9% of the Issuer’s Common Stock and BRFBR beneficially owned directly
9,358,437 shares of Common Stock, representing 5.5% of the Issuer’s Common Stock.
|
|
2.
|
BRPGP
is the general partner of BRPLP, BRCM is an investment advisor to BRPLP and BRF is the
parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly
beneficially own the Shares held by BRPLP.
|
|
3.
|
BRF
is the parent company of BRFBR. As a result, BRF may be deemed to indirectly beneficially
own the Shares held by BRFBR.
|
|
4.
|
Mr.
Riley may beneficially own 11,576,005 shares of Common Stock representing 6.9% of the
Issuer’s Common Stock, of which (i) 152,617 shares are held jointly with his wife,
Carleen Riley, (ii) 20,000 shares are held as sole custodian for the benefit of Abigail
Riley, (iii) 20,000 shares are held as sole custodian for the benefit of Charlie Riley,
(iv) 20,000 shares are held as sole custodian for the benefit of Eloise Riley, (v) 10,000
shares are held as sole custodian for the benefit of Susan Riley, (vi) 256,675 shares
are held as sole trustee of the Robert Antin Children Irrevocable Trust, (vii) 188,000
shares are held in Mr. Riley’s 401(k) account, and (viii) 9,358,437 shares are
held directly by BRFBR and 1,550,276 shares are held directly by BRPLP. Mr. Riley disclaims
beneficial ownership of the shares held by BRPLP and BRFBR, which are not directly owned
or controlled by Mr. Riley.
|
Each
of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1)
of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The
filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of
the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting
Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own or control.
As
of the date hereof, each of BRPLP, BRPGP, BRCM and BRF have shared power to vote or direct the vote of, and to dispose or direct
the disposition of, the Shares beneficially owned directly by BRPLP.
As
of the date hereof, each of BRFBR and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition
of, the Shares beneficially owned directly by BRFBR.
(c)
None.
(d)
Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or
the proceeds from the sale of, the shares of Common Stock held by the Reporting Persons.
(e)
Not applicable.
Item
6.
|
Contracts,
Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item
6 is amended to add the following:
The
information with respect to the Backstop Exchange Agreement, the Investor Rights Agreement and the Registration Rights Agreement
in Item 4 is incorporated by reference herein.
Item 7.
|
Material to Be Filed as
Exhibits
|
The
following documents are filed as exhibits:
Exhibit
Number
|
Description
|
|
1
|
Joint
Filing Agreement, dated May 7, 2019, by and among B. Riley Financial, Inc., BRC Partners
Opportunity Fund, L.P., BRC Partners Management GP, LLC, B. Riley Capital Management,
LLC, B. Riley FBR, Inc. and Bryant R. Riley.
|
|
2
|
Backstop
Exchange Agreement, dated as of April 30, 2019, by and among Babcock & Wilcox Enterprises,
Inc. and B. Riley FBR, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer’s
Current Report on Form 8-K filed with the SEC on April 30, 2019).
|
|
3
|
Investor
Rights Agreement, dated as of April 30, 2019, by and among Babcock & Wilcox Enterprises,
Inc., B. Riley FBR, Inc. and Vintage Capital Management, LLC (incorporated by reference
to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed with the SEC on
April 30, 2019).
|
|
4
|
Registration
Rights Agreement, dated as of April 30, 2019, by and among Babcock & Wilcox Enterprises,
Inc., and certain investors party thereto (incorporated by reference to Exhibit 10.3
to the Issuer’s Current Report on Form 8-K filed with the SEC on April 30, 2019).
|
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
|
B. RILEY FINANCIAL, INC.
|
|
|
|
By: /s/Bryant R. Riley
|
|
Name: Bryant R. Riley
|
|
Title: Co-Chief Executive Officer
|
|
|
|
BRC PARTNERS OPPORTUNITY FUND, L.P.
|
|
|
|
By: /s/Bryant R. Riley
|
|
Name: Bryant R. Riley
|
|
Title: Chief Investment Officer
|
|
|
|
BRC PARTNERS MANAGEMENT GP, LLC
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By: B. Riley Capital Management, LLC, its sole
member
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Chief Executive Officer
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B. RILEY CAPITAL MANAGEMENT, LLC
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Chief Executive Officer
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B. RILEY FBR, INC.
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By: /s/Andrew Moore
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Name: Andrew Moore
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Title: Chief Executive Officer
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/
s/Bryant R. Riley
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Bryant
R. Riley
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The
original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If
the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner
of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be
incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his
signature.
Attention:
Intentional misstatements or omissions of fact constitute Federal criminal violations (
see
18 U.S.C. 1001).
EXHIBIT
1
JOINT
FILING AGREEMENT
In
accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to
the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect
to the common stock, $0.01 par value per share, of Babcock & Wilcox Enterprises, Inc., a Delaware corporation. This Joint
Filing Agreement shall be filed as an Exhibit to such Statement.
Dated:
May 7, 2019
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B. RILEY FINANCIAL, INC.
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Co-Chief Executive Officer
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BRC PARTNERS OPPORTUNITY FUND, L.P.
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Chief Investment Officer
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BRC PARTNERS MANAGEMENT GP, LLC
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By: B. Riley Capital Management, LLC, its sole
member
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Chief Executive Officer
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B. RILEY CAPITAL MANAGEMENT, LLC
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By: /s/Bryant R. Riley
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Name: Bryant R. Riley
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Title: Chief Executive Officer
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B. RILEY FBR, INC.
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By: /s/Andrew Moore
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Name: Andrew Moore
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Title: Chief Executive Officer
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/s/Bryant R. Riley
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Bryant R. Riley
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