B. Riley Financial Amends B&W Stake, Signals Ownership Change

TL;DR

**B. Riley Financial just updated their stake in Babcock & Wilcox, watch for potential stock movement.**

AI Summary

B. Riley Financial, Inc. and its affiliates, including Bryant R. Riley, filed an Amendment No. 15 to their Schedule 13D on January 22, 2024, regarding their ownership in Babcock & Wilcox Enterprises, Inc. This amendment indicates a change in their beneficial ownership, which is important for investors as B. Riley Financial is a significant stakeholder and their actions can influence the stock's perception and future strategic decisions for Babcock & Wilcox.

Why It Matters

This filing updates the market on a major investor's position, which can signal confidence or concern and potentially impact Babcock & Wilcox's stock price and strategic direction.

Risk Assessment

Risk Level: medium — Changes in significant shareholder positions can introduce uncertainty or signal future strategic shifts, impacting stock volatility.

Analyst Insight

Investors should monitor subsequent filings from B. Riley Financial for more specific details on changes in their ownership percentage or intentions, as this amendment only signals an update without providing the specifics of the change itself.

Key Players & Entities

• B. Riley Financial, Inc. (company) — filer and significant shareholder of Babcock & Wilcox Enterprises, Inc.
• Babcock & Wilcox Enterprises, Inc. (company) — subject company whose securities are being reported
• Bryant R. Riley (person) — authorized person to receive notices and communications for B. Riley Financial, Inc.
• B. RILEY SECURITIES, INC. (company) — group member of the filing entity
• BRF INVESTMENTS, LLC (company) — group member of the filing entity
• $0.01 (dollar_amount) — par value of Babcock & Wilcox Enterprises, Inc. Common Stock

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614
• $150,000,000 — Agreement shall not at any time exceed $150,000,000 in the aggregate. The foregoing descrip
• $940,253 — in with personal funds is approximately $940,253. Robert L. Antin has the sole power to

Filing Documents

• ea191958-13da15briley_bab.htm (SC 13D/A) — 82KB
• ea191958ex3_bab.htm (EX-3) — 31KB
• 0001213900-24-005370.txt ( ) — 116KB

Purpose of the Transaction

Item 4. Purpose of the Transaction

is amended to add the following

Item 4 is amended to add the following: On January 18, 2024 (the “ Effective Date ”), B. Riley Financial, Inc. (“BRF”) entered into a guaranty (the “Guaranty”) in favor of (i) Axos Bank, in its capacity as administrative agent (the “Administrative Agent”) for the secured parties under that certain Credit Agreement, dated as of the Effective Date among the Issuer, as borrower, the guarantors party thereto, the lenders party thereto and the Administrative Agent (the “Credit Agreement”), and (ii) the secured parties. The description of the Credit Agreement included under Item 1.01 – Entry into a Material Definitive Agreement in the Issuer’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 22, 2024 , is incorporated by reference herein. under the Credit Agreement, including the obligation to repay outstanding loans and letters of credit and to pay earned interest, fees costs and expenses of enforcing the Guaranty, provided however, that BRF’s obligations with respect to the principal amount of credit extensions and unreimbursed letter of credit obligations under the Credit Agreement shall not at any time exceed $150,000,000 in the aggregate. The foregoing description of the Guaranty is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the Guaranty, a copy of which is filed as an exhibit hereto. In consideration for the agreements and commitments under the Guaranty and pursuant to a separate fee and reimbursement agreement (the “Fee Agreement”), the Issuer has agreed to pay BRF a fee equal to 2.00% of the aggregate revolving commitments (as defined in the Credit Agreement) under the Credit Agreement, payable quarterly and, at the Issuer&rsq

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer Paragraphs (a) and (b) of Item 5 are amended and restated in their entirety as follows: (a) - (b) 1. As of the date hereof, (i) B. Riley Securities, Inc. (“BRS”) beneficially owned directly 7,602,348 shares of Common Stock, representing 8.5% of the Issuer’s Common Stock, and (ii) BRFI beneficially owned directly 19,844,174 shares of Common Stock, representing 22.2% of the Issuer’s Common Stock. 2. BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. 3. Bryant R. Riley may beneficially own 1,485,898 shares of Common Stock representing 1.7% of the Issuer’s Common Stock, of which (i) 1,217,069 shares are held jointly with his wife, Carleen Riley, (ii) 45,436 shares are held as sole custodian for the benefit of Abigail Riley, (iii) 45,801 shares are held as sole custodian for the benefit of Charlie Riley, (iv) 45,431 shares are held as sole custodian for the benefit of Eloise Riley, (v) 43,810 shares are held as sole custodian for the benefit of Susan Riley, (vi) 50,998 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust and (vii) 37,353 shares are held in Bryant R. Riley’s 401(k) account. Bryant R. Riley may also beneficially own 27,446,522 shares of Common Stock, representing 30.7% of the Issuer’s Common Stock, outstanding or issuable upon the exercise of the Warrants and held directly by BRFI or BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI and BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein. 7 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

Contracts, Arrangements, Understandings or Relationships

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

of the Schedule 13D is hereby amended and supplemented by

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following: The disclosures set forth in Item 4 are hereby incorporated by reference.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits The following documents are filed as exhibits: Exhibit Number Description 2 Guaranty, dated January 18, 2024, among B. Riley Financial, Inc., Babcock & Wilcox Enterprises, Inc. and Axos Bank (incorporated by reference to Exhibit 10.1 to B. Riley Financial, Inc.’s Current Report on Form 8-K, filed with the SEC on January 22, 2024) 3* Fee and Reimbursement Agreement, dated January 18, 2024, between B. Riley Financial, Inc. and Babcock & Wilcox Enterprises, Inc. * Attached herewith. 8 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: January 22, 2024 B. RILEY FINANCIAL, INC. By: /s/ Bryant R. Riley Name: Bryant R. Riley Title: Co-Chief Executive Officer B. RILEY SECURITIES, INC. By: /s/ Andrew Moore Name: Andrew Moore Title: Chief Executive Officer BRF INVESTMENTS, LLC. By: /s/ Phillip Ahn Name: Phillip Ahn Title: Authorized Signatory /s/ Bryant R. Riley Bryant R. Riley 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). 9 SCHEDULE A Executive Officers and Directors of B. Riley Financial, Inc. Name and Posit

View Full Filing

View this SC 13D/A filing on SEC EDGAR