B. Riley Financial Ups Stake in Babcock & Wilcox

TL;DR

B. Riley Financial now owns 13.9% of B&W. Big move.

AI Summary

On July 15, 2024, B. Riley Financial, Inc. and its affiliates, including BRF Investments, LLC and B. Riley Securities, Inc., filed an amendment (No. 17) to their Schedule 13D regarding Babcock & Wilcox Enterprises, Inc. The filing indicates a change in beneficial ownership, with the group now holding 13.9% of the company's common stock.

Why It Matters

This filing signals a significant ownership change by a major financial entity in Babcock & Wilcox Enterprises, potentially influencing the company's strategic direction and market perception.

Risk Assessment

Risk Level: medium — Changes in significant beneficial ownership can lead to increased volatility and potential strategic shifts for the company.

Key Numbers

• 13.9% — Ownership Stake (Percentage of common stock beneficially owned by the B. Riley group.)
• 17 — Amendment Number (Indicates this is the 17th amendment to the Schedule 13D filing.)

Key Players & Entities

• Babcock & Wilcox Enterprises, Inc. (company) — Subject Company
• B. Riley Financial, Inc. (company) — Filing Entity
• BRF Investments, LLC (company) — Affiliated Filer
• B. Riley Securities, Inc. (company) — Affiliated Filer
• Bryant R. Riley (person) — Group Member

FAQ

Key Financial Figures

• $0.01 — ame of Issuer) Common Stock, par value $0.01 (Title of Class of Securities) 05614
• $940,253 — in with personal funds is approximately $940,253. Robert L. Antin has the sole power to

Filing Documents

• ea0209369-13da17briley_bab.htm (SC 13D/A) — 85KB
• ea020936901ex99-5_bab.htm (EX-99.5) — 127KB
• 0001213900-24-061400.txt ( ) — 214KB

Purpose of the Transaction

Item 4. Purpose of the Transaction

is amended to add the following

Item 4 is amended to add the following: As previously disclosed, 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. Subject to the terms and conditions of the Guaranty, BRF has guaranteed certain obligations of the Issuer (subject to certain limitations) under the Credit Agreement. In consideration for the agreements and commitments under the Guaranty and pursuant to a separate fee and reimbursement agreement (the “Fee Agreement”) dated January 18, 2024, the Issuer 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’s election, in cash in full or 50% in cash and 50% in the form of penny warrants. On July 11, 2024, BRF and the Issuer finalized and entered into a registration rights agreement (the “Registration Rights Agreement”) with respect to the shares of Issuer Common Stock issuable upon the exercise of any such penny warrants, if any are ever issued. The Registration Rights Agreement, among other things, provides BRF with customary demand and shelf registration rights with respect to any such shares. To date, no penny warrants have been issued to BRF. The foregoing description of the Registration Rights Agreement is only a summary, does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as an exhibit hereto.

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 15,573,362 shares of Common Stock, representing 17.1% of the Issuer’s Common Stock, and (ii) BRFI beneficially owned directly 11,873,160 shares of Common Stock, representing 13.0% 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 1,373,213 shares of Common Stock representing 1.5% of the Issuer’s Common Stock, of which (i) 1,155,382 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, and (vi) 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 30.2% of the Issuer’s Common Stock, outstanding 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 in each case except to the extent of his pecuniary interest therein. 6 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 owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act,

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 5* Registration Rights Agreement, among Babcock & Wilcox Enterprises, Inc. and B. Riley Financial, Inc., dated July 11, 2024 * Filed herewith 7 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: July 15, 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). 8 SCHEDULE A Executive Officers and Directors of B. Riley Financial, Inc. Name and Position Present Principal Occupation Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of

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View this SC 13D/A filing on SEC EDGAR