B&W Enterprises Completes Asset Acquisition

TL;DR

B&W Enterprises just bought key assets, boosting its steam and emissions control biz. Debt levels remain a focus.

AI Summary

Babcock & Wilcox Enterprises, Inc. announced the completion of its acquisition of certain assets from The Babcock & Wilcox Company on October 30, 2024. This transaction involves the acquisition of intellectual property and other assets related to the company's steam generation and emissions control businesses. The company also reported on its outstanding debt, including Senior Notes due in 2026.

Why It Matters

This acquisition could strengthen Babcock & Wilcox Enterprises' position in the steam generation and emissions control markets, potentially leading to increased revenue and market share.

Risk Assessment

Risk Level: medium — The acquisition and ongoing debt obligations present financial risks that could impact the company's future performance.

Key Numbers

• 8.125% — Senior Notes Interest Rate (Represents a significant debt obligation due in 2026.)
• 6.50% — Senior Notes Interest Rate (Represents another significant debt obligation due in 2026.)

Key Players & Entities

• Babcock & Wilcox Enterprises, Inc. (company) — Registrant
• The Babcock & Wilcox Company (company) — Seller of acquired assets
• October 30, 2024 (date) — Date of asset acquisition completion
• Senior Notes 8.125% Due 2026 (dollar_amount) — Outstanding debt instrument
• Senior Notes 6.50% Due 2026 (dollar_amount) — Outstanding debt instrument

FAQ

Key Financial Figures

• $0.01 — e on which Registered Common stock, $0.01 par value per share BW New York Sto

Filing Documents

• tm2427502d1_8k.htm (8-K) — 36KB
• tm2427502d1_ex99-1.htm (EX-99.1) — 165KB
• tm2427502d1_ex99-2.htm (EX-99.2) — 9KB
• tm2427502d1_ex99-2img002.jpg (GRAPHIC) — 4KB
• tm2427502d1_ex99-2img003.jpg (GRAPHIC) — 2KB
• 0001104659-24-114348.txt ( ) — 461KB
• bw-20241030.xsd (EX-101.SCH) — 4KB
• bw-20241030_def.xml (EX-101.DEF) — 27KB
• bw-20241030_lab.xml (EX-101.LAB) — 37KB
• bw-20241030_pre.xml (EX-101.PRE) — 26KB
• tm2427502d1_8k_htm.xml (XML) — 8KB

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets On October 30, 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"), closed its previously-disclosed sale of 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") to Auctus Neptune Holding S.p.A. (the "Buyer" and the agreement governing such sale, the "Purchase Agreement"). The total base purchase price paid pursuant to the Purchase Agreement was approximately 36.7 million, subject to certain 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 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 Other Events

Item 8.01 Other Events. On October 31, 2024, the Company issued a press release announcing the sale of SPIG and GMAG 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 October 31, 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. November 5, 2024 By: /s/ Louis Salamone Louis Salamone Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

View Full Filing

View this 8-K filing on SEC EDGAR