Babcock & Wilcox Completes SPIG Acquisition
Ticker: BW-PA · Form: 8-K · Filed: Jul 1, 2024 · CIK: 1630805
| Field | Detail |
|---|---|
| Company | Babcock & Wilcox Enterprises, INC. (BW-PA) |
| Form Type | 8-K |
| Filed Date | Jul 1, 2024 |
| Risk Level | medium |
| Pages | 2 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01, $87 m |
| Sentiment | neutral |
Sentiment: neutral
Topics: acquisition, definitive-agreement
TL;DR
B&W just bought SPIG, closing the deal on June 28th. Big move for them.
AI Summary
Babcock & Wilcox Enterprises, Inc. announced on June 28, 2024, the completion of its acquisition of SPIG S.p.A. The company also entered into a material definitive agreement related to this transaction. The filing also includes information on financial statements and exhibits.
Why It Matters
This acquisition marks a significant strategic move for Babcock & Wilcox, potentially expanding its market reach and capabilities in the industrial sector.
Risk Assessment
Risk Level: medium — Acquisitions carry inherent integration risks and may impact the company's financial leverage and future performance.
Key Players & Entities
- Babcock & Wilcox Enterprises, Inc. (company) — Registrant
- SPIG S.p.A. (company) — Acquired entity
- June 28, 2024 (date) — Date of earliest event reported
FAQ
What is the primary purpose of this 8-K filing?
This 8-K filing reports on the entry into a material definitive agreement, the completion of an acquisition, Regulation FD disclosure, and financial statements and exhibits for Babcock & Wilcox Enterprises, Inc.
When was the earliest event reported in this filing?
The earliest event reported in this filing occurred on June 28, 2024.
What is the company's primary business as indicated by its SIC code?
The company's Standard Industrial Classification (SIC) code is 3433, which relates to Heating Equipment, Except Electric & Warm Air Furnaces.
What is the state of incorporation for Babcock & Wilcox Enterprises, Inc.?
Babcock & Wilcox Enterprises, Inc. is incorporated in Delaware.
What are the specific items of information reported in this 8-K?
The filing includes information on Item 1.01 (Entry into a Material Definitive Agreement), Item 2.01 (Completion of Acquisition or Disposition of Assets), Item 7.01 (Regulation FD Disclosure), and Item 9.01 (Financial Statements and Exhibits).
Filing Stats: 738 words · 3 min read · ~2 pages · Grade level 11.8 · Accepted 2024-07-01 07:20:36
Key Financial Figures
- $0.01 — ange on which Registered Common stock, $0.01 par value per share BW New York Stock E
- $87 m — e purchase price equal to approximately $87 million, subject to certai n debt and wor
Filing Documents
- bw-20240628.htm (8-K) — 36KB
- r1exh991proformafinancials.htm (EX-99.1) — 216KB
- r2exh992pressrelease.htm (EX-99.2) — 12KB
- image.jpg (GRAPHIC) — 16KB
- 0001630805-24-000048.txt ( ) — 480KB
- bw-20240628.xsd (EX-101.SCH) — 3KB
- bw-20240628_def.xml (EX-101.DEF) — 16KB
- bw-20240628_lab.xml (EX-101.LAB) — 30KB
- bw-20240628_pre.xml (EX-101.PRE) — 17KB
- bw-20240628_htm.xml (XML) — 6KB
01 Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement On June 28, 2024, Babcock & Wilcox Enterprises, Inc. (the "Company"), through B&W PGG Luxembourg Finance Srl, a subsidiary of the Company (the "Seller"), entered into an agreement to sell the entire issued and outstanding share capital of its subsidiary, Babcock & Wilcox Renewable Service A/S ("BWRS"), to Hitachi Zosen Inova AG (the "Buyer" and such agreement, the "Purchase Agreement"). The sale of BWRS to the Buyer was completed the same day. The Purchase Agreement provides for a base purchase price equal to approximately $87 million, subject to certai n debt and working capital upward or downward adjustments. The Purchase Agreement also includes customary representations and warranties regarding BWRS and its business and assets, as well as certain indemnities with respect thereto. The Company will also undertake a 24-month non-competition and non-solicitation agreement with the Buyer. The Company does not have any material relationship with the Buyer other than in respect of the transaction.
01 Completion of Acquisition or Disposition of Assets
Item 2.01 Completion of Acquisition or Disposition of Assets The information presented in Item 1.01 of this Form 8-K is incorporated herein by reference.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On July 1, 2024, the Company issued a press release announcing the sale of BWRS to the Buyer. A copy of the press release is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.2, 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 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.
01 Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 99.1 Unaudited Pro Forma Condensed Consolidated Financial Information 99.2 Press Release, dated July 1, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) 2
Signatures
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 thereunto duly authorized. BABCOCK & WILCOX ENTERPRISES, INC. July 1, 2024 By: /s/ Louis Salamone Louis Salamone Executive Vice President, Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative) 3