Babcock & Wilcox Enterprises, Inc. ("B&W" or the
“Company”) (NYSE: BW) announced today the completion of its
previously announced equitization transactions approved by
stockholders at the Company’s annual meeting, as well as the
completion of the previously announced one-for-ten reverse stock
split.
“These actions further improve our balance sheet and show the
strong support of our shareholders as we move past the turnaround
of our Company,” said Kenneth Young, B&W Chief Executive
Officer. “They also should allow B&W to meet the continued
listing standards of the New York Stock Exchange, permitting a
broader range of institutional and individual investors to
participate in ownership of our shares.”
Equitization Transactions
The Company completed the previously announced equitization
transactions on July 23, 2019. These transactions included (i) the
Company’s previously announced $50 million rights offering, which
expired in accordance with its terms at 5:00 p.m., New York City
time, on July 18, 2019, (ii) the exchange of all of the $38.2
million of outstanding Tranche A-1 last-out term loans under the
Company’s credit agreement for 127.2 million shares of common
stock, and (iii) the issuance to entities affiliated with B. Riley
FBR, Inc. (“B. Riley”)of warrants to purchase approximately 16.7
million shares of common stock.
Subscribers in the rights offering purchased an aggregate of
approximately 125.9 million shares of common stock, or 75.5% of the
approximately 166.7 million shares available, pursuant to their
basic subscription privileges. Subscriptions in the rights offering
generated aggregate gross proceeds of approximately $37.8 million.
Pursuant to the terms of B. Riley’s backstop exchange agreement
with the Company, entities affiliated with B. Riley and other
permitted assignees purchased the remaining approximately 40.8
million shares of common stock available in the rights offering,
representing another $12.2 million of value. Pursuant to the
equitization agreements, B&W reduced the principal outstanding
on the Tranche A-2 and A-3 last-out term loans by approximately $50
million with the proceeds of the rights offering and the exercise
of the backstop exchange agreement.
In the aggregate, the equitization transactions reduced the
Company’s outstanding last-out term loans by approximately $88.2
million.
Reverse Stock Split
Effective after the close of business on July 23, 2019, the
Company also completed its previously announced one-for-ten reverse
stock split. The reverse stock split was intended to increase the
market price per share of the Company’s common stock in order to
comply with the NYSE’s continued listing standards relating to
minimum price per share.
Pursuant to the reverse stock split, every 10 shares of the
Company’s outstanding and treasury common stock was automatically
converted into one share of common stock. No fractional shares were
issued as a result of the reverse stock split. Instead, a
stockholder who would have otherwise become entitled to a
fractional share received a cash payment (without interest) in
respect of such fractional shares.
Following the reverse stock split, the number of outstanding
shares of the Company’s common stock was reduced by a factor of 10
(from approximately 462.8 million to approximately 46.3 million).1
The number of authorized shares of common stock was unaffected by
the reverse stock split. The outstanding warrants issued to
entities affiliated with B. Riley were adjusted by a factor of 10,
from approximately 16.7 million to approximately 1.7 million.
The Company’s common stock will begin trading on the New York
Stock Exchange on a split-adjusted basis when the market opens on
July 24, 2019. Trading will continue under the symbol “BW,” but
under a new CUSIP number, 05614L209, after the reverse split.
Computershare Trust Company, N.A., the Company’s transfer agent,
will act as the exchange agent for the reverse stock split. Please
contact Computershare Trust Company, N.A., for further information
at 800-446-2617 or, outside the U.S. and Canada, 781-575-2723.
About B&W
Headquartered in Barberton, Ohio, Babcock & Wilcox is a
global leader in energy and environmental technologies and services
for the power and industrial markets. Follow us on Twitter
@BabcockWilcox and learn more at www.babcock.com.
Forward-Looking Statements
B&W Enterprises, Inc. (the “Company”) cautions that this
release contains forward-looking statements, including, without
limitation, statements relating to the intended impact of the
transactions described in this release. These forward-looking
statements are based on management’s current expectations and
involve a number of risks and uncertainties, including, among other
things, our ability to continue as a going concern; our ability to
obtain and maintain sufficient financing to provide liquidity to
meet our business objectives, surety bonds, letters of credit and
similar financing; our ability to satisfy requirements under our
revolving credit facility as recently amended, if at all; our
ability to obtain all stockholder and regulatory approvals for the
rights offering, issuance of warrants, reverse stock split and
related transactions and proposals; our ability to complete said
transactions in a timely manner, if at all; the highly competitive
nature of our businesses; general economic and business conditions,
including changes in interest rates and currency exchange rates;
general developments in the industries in which the Company is
involved; cancellations of and adjustments to backlog and the
resulting impact from using backlog as an indicator of future
earnings; our ability to perform contracts on time and on budget,
in accordance with the schedules and terms established by the
applicable contracts with customers; failure by third-party
subcontractors, joint venture partners or suppliers to perform
their obligations on time and as specified; our ability to realize
anticipated savings and operational benefits from our restructuring
plans, and other cost-savings initiatives; our ability to
successfully address productivity and schedule issues in our Vølund
and Other Renewable segment, including the ability to complete our
European EPC projects within the expected time frame and the
estimated costs; our ability to successfully partner with third
parties to win and execute contracts within the Vølund and Other
Renewable segment; changes in our effective tax rate and tax
positions including any limitation on our ability to use our net
operating loss carry forwards and other tax assets as a result of
“ownership change” under Section 382 of the Internal Revenue Code;
our ability to maintain operational support for our information
systems against service outages and data corruption, as well as
protection against cyber-based network security breaches and theft
of data; our ability to protect our intellectual property and renew
licenses to use intellectual property of third parties; our use of
the percentage-of-completion method to recognize revenue on time;
our ability to successfully manage research and development
projects and costs, including our efforts to successfully develop
and commercialize new technologies and products; the operating
risks normally incident to our lines of business, including
professional liability, product liability, warranty and other
claims against us; changes in, or our failure or inability to
comply with, laws and government regulations; actual or anticipated
changes in governmental regulation, including trade and tariff
policies; difficulties the Company may encounter in obtaining
regulatory or other necessary permits or approvals; changes in, and
liabilities relating to, existing or future environmental
regulatory matters; changes in actuarial assumptions and market
fluctuations that affect our net pension liabilities and income;
potential violations of the Foreign Corrupt Practices Act; our
ability to successfully compete with current and future
competitors; the loss of key personnel and the continued
availability of qualified personnel; our ability to negotiate and
maintain good relationships with labor unions; changes in pension
and medical expenses associated with our retirement benefit
programs; social, political, competitive and economic situations in
foreign countries where the Company does business or seek new
business; the possibilities of war, other armed conflicts or
terrorist attacks; the willingness of customers and suppliers to
continue to do business with us on reasonable terms and conditions;
our ability to successfully consummate strategic alternatives for
non-core assets, if the Company determines to pursue them;
potential volatility in the price of the Company’s common stock
following the reverse stock split; and the Company’s ability to
attain the necessary stock price levels to regain compliance with
the NYSE continued listing standards or, if achieved, to continue
to satisfy the NYSE’s qualitative and quantitative continued
listing standards in the future. If one or more of these risks or
other risks materialize, actual results may vary materially from
those expressed. For a more complete discussion of these and other
risk factors, see the Company’s filings with the Securities and
Exchange Commission, including our most recent annual report on
Form 10-K for the year ended December 31, 2018 and our most recent
quarterly report on Form 10-Q for the quarterly period ended March
31, 2019. The Company cautions not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release, and undertakes no obligation to update or revise any
forward-looking statement, except to the extent required by
applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190724005257/en/
Investor Contact: Megan Wilson Vice President, Corporate
Development & Investor Relations Babcock & Wilcox
704.625.4944 | investors@babcock.com Media Contact: Ryan
Cornell Public Relations Babcock & Wilcox 330.860.1345 |
rscornell@babcock.com
Babcock and Wilcox Enter... (NYSE:BW)
Historical Stock Chart
From Mar 2024 to Apr 2024
Babcock and Wilcox Enter... (NYSE:BW)
Historical Stock Chart
From Apr 2023 to Apr 2024