Babcock & Wilcox Enterprises Enters Material Agreement
Ticker: BW-PA · Form: 8-K · Filed: Oct 10, 2024 · CIK: 1630805
| Field | Detail |
|---|---|
| Company | Babcock & Wilcox Enterprises, INC. (BW-PA) |
| Form Type | 8-K |
| Filed Date | Oct 10, 2024 |
| Risk Level | medium |
| Pages | 3 |
| Reading Time | 3 min |
| Key Dollar Amounts | $0.01 |
| Sentiment | neutral |
Sentiment: neutral
Topics: material-agreement, filing, regulation-fd
TL;DR
B&W Enterprises signed a big deal, filing an 8-K on Oct 8th.
AI Summary
Babcock & Wilcox Enterprises, Inc. announced on October 8, 2024, that it entered into a material definitive agreement. The company also provided a Regulation FD Disclosure and filed financial statements and exhibits as part of this 8-K filing.
Why It Matters
This filing indicates a significant new agreement for Babcock & Wilcox Enterprises, which could impact its future business operations and financial performance.
Risk Assessment
Risk Level: medium — Entering into material definitive agreements can introduce new risks and opportunities that may affect the company's financial stability and market position.
Key Players & Entities
- Babcock & Wilcox Enterprises, Inc. (company) — Registrant
- October 8, 2024 (date) — Date of earliest event reported
FAQ
What type of material definitive agreement did Babcock & Wilcox Enterprises enter into?
The filing does not specify the exact nature of the material definitive agreement, only that one was entered into on October 8, 2024.
What is the significance of a Regulation FD Disclosure in this filing?
A Regulation FD Disclosure ensures that material non-public information is broadly disseminated to the public, preventing selective disclosure.
What financial statements and exhibits are included with this 8-K filing?
The filing indicates that financial statements and exhibits are included, but their specific content is not detailed in the provided text.
What is the company's fiscal year end?
The company's fiscal year ends on December 31.
What is the SEC file number for Babcock & Wilcox Enterprises?
The SEC file number for Babcock & Wilcox Enterprises is 001-36876.
Filing Stats: 802 words · 3 min read · ~3 pages · Grade level 12.1 · Accepted 2024-10-10 06:30:21
Key Financial Figures
- $0.01 — e on which Registered Common stock, $0.01 par value per share BW New York Sto
Filing Documents
- tm2425925d1_8k.htm (8-K) — 36KB
- tm2425925d1_ex99-1.htm (EX-99.1) — 10KB
- tm2425925d1_ex99-1img01.jpg (GRAPHIC) — 5KB
- tm2425925d1_ex99-1img02.jpg (GRAPHIC) — 3KB
- 0001104659-24-107469.txt ( ) — 288KB
- bw-20241008.xsd (EX-101.SCH) — 4KB
- bw-20241008_def.xml (EX-101.DEF) — 27KB
- bw-20241008_lab.xml (EX-101.LAB) — 37KB
- bw-20241008_pre.xml (EX-101.PRE) — 26KB
- tm2425925d1_8k_htm.xml (XML) — 8KB
01 Entry into a Material Definitive
Item 1.01 Entry into a Material Definitive Agreement On October 8, 2024, Babcock & Wilcox Enterprises, Inc. (the "Company"), through B&W PGG Luxembourg Finance Srl and Babcock & Wilcox A/S, each a subsidiary of the Company (the "Seller"), entered into a share purchase agreement to sell the entire issued and outstanding share capital of its (i) Italian subsidiary SPIG S.p.A. ("SPIG"), and, indirectly, its subsidiaries, and (ii) Swedish subsidiary Babcock & Wilcox Vlund AB f/k/a Gtaverken Milj AB ("GMAB"), respectively, to Auctus Neptune Holding S.p.A. (the "Buyer" and such agreement, the "Purchase Agreement"). The Purchase Agreement provides for a total base purchase price equal to approximately 36.7 million to be paid to the Seller at the closing of the transaction, subject to certai n adjustments for specified indemnity obligations or specified payments, dividends, encumbrances, releases, share issuances or other payments made (or obligations assumed) by SPIG or GMAB, other than as permitted in the Purchase Agreement. The Purchase Agreement also includes (i) customary representations and warranties regarding SPIG and GMAB and their businesses and assets, as well as certain indemnities with respect thereto and (ii) certain customary closing conditions, including the draw down by the Buyer's lenders of the necessary funds to pay the portion of the purchase price to be financed through debt. The Purchase Agreement also provides for a three-year non-competition covenant limited to the Company's continuing Wet and Dry Cooling Business and a three-year non-solicitation covenant. The Company does not have any material relationship with the Buyer other than in respect of the transaction.
01 Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure On October 10, 2024, the Company issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference. The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 Press Release, dated October 10, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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. October 10, 2024 By: /s/ Louis Salamone Louis Salamone Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)