Babcock & Wilcox Enterprises, Inc. (“B&W”) (NYSE: BW)
announced today that it is extending the expiration date and
amending other terms of its previously announced rights offering,
which commenced on March 19, 2018. Pursuant to the rights offering,
B&W distributed one nontransferable subscription right to
purchase additional common shares for each common share held as of
5:00 p.m., New York City time, on March 15, 2018 (the “Rights
Distribution Record Date”). The Rights Distribution Record Date is
not being amended.
As amended, each right now entitles holders to purchase 2.8
common shares at a subscription price of $2.00 per share; under the
previous terms, each right entitled holders to purchase 1.4 common
shares at a price of $3.00 per share. B&W will not issue any
fractional shares in the amended rights offering and exercises of
rights will be rounded down to the nearest whole common share.
Rights may be exercised at any time during the subscription
period, which commenced on March 19, 2018 and will now expire
at 5:00 p.m., New York City time, on April 30, 2018, unless B&W
further extends the subscription period. Holders of rights who
previously exercised their rights must complete and submit a new
rights certificate in order to participate in the amended rights
offering. Any amounts previously submitted by such holders to cover
the applicable subscription price will be promptly returned.
Holders who exercise their rights to participate in the amended
rights offering may revoke their election to exercise their rights
at any time on or before 5:00 p.m., New York City time, on April
27, 2018.
B&W now expects to issue 124.3 million common shares in the
amended rights offering, including any shares issued to Vintage
Capital Management, LLC, currently a 14.9% shareholder of B&W
(“Vintage”), as backstop purchaser. Proceeds from the amended
rights offering will be used to repay all amounts owed under
B&W’s second-lien term loan and for working capital
purposes.
B&W will mail new subscription certificates evidencing the
rights and a copy of the prospectus supplement describing the terms
of the amended rights offering to shareholders as of the Rights
Distribution Record Date and will file these materials with the
Securities and Exchange Commission (the “SEC”). These materials
will be available on B&W’s investor relations website at
www.investors.babcock.com, and on the SEC’s website, www.sec.gov.
These materials will also be available in a form that may be
downloaded together with instructions for shareholders that
beneficially own shares in street name in brokerage or other
accounts.
B&W reserves the right, in its sole discretion, to further
amend or terminate the amended rights offering at any time prior to
its expiration date.
Neither B&W nor B&W’s Board of Directors has made any
recommendation as to whether shareholders should exercise rights in
the amended rights offering, although directors and executive
officers may exercise their rights in their individual capacities.
Shareholders are urged to carefully review the revised subscription
materials B&W will provide and consult with their own legal and
financial advisors in deciding whether or not to exercise their
rights. The rights are nontransferable. As such, shareholders are
not able to sell their rights if they do not wish to exercise them.
Oversubscription rights are not available for shareholders desiring
to purchase additional common shares. As previously disclosed,
Vintage will serve as a backstop purchaser for the amended rights
offering, but will not be paid a fee for so doing.
Substantially simultaneously with this release, B&W
published a separate release updating its prior disclosures. This
release will also be filed with the SEC on Form 8-K and will be
available on B&W’s investor relations website. Rights holders
are urged to consider these matters, trading prices for B&W
shares and other information relevant to an investment in B&W
before deciding whether or not to exercise rights in the amended
rights offering.
The Audit and Finance Committee of the Board of Directors of
B&W determined that the delay that would result from obtaining
shareholder approval prior to the completion of the amended rights
offering would seriously jeopardize the financial viability of
B&W. Because of that determination, the Audit and Finance
Committee, pursuant to an exception provided in the New York Stock
Exchange’s (the “NYSE”) shareholder approval policy for such a
situation, approved the transaction and B&W's reliance on the
NYSE financial viability exception.
A registration statement relating to these securities has
been filed with the SEC and is effective. The information in this
press release is not complete and is subject to change. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy the securities, nor shall there be any offer,
solicitation or sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful under
the securities laws of such state or jurisdiction. The amended
rights offering will be made only by means of a prospectus
supplement, copies of which will be mailed to all eligible record
date shareholders and can be accessed through the SEC’s website
at www.sec.gov. A copy of the prospectus supplement
may also be obtained from the information agent, D.F. King &
Co., Inc., toll free at (800) 283-3192, or email at
bw@dfking.com. Additional information regarding the
amended rights offering is set forth in B&W’s prospectus
supplement filed with the SEC.
Forward-Looking Statements
B&W cautions that this release contains forward-looking
statements. You should not place undue reliance on these
statements. Statements that include the words "expect," "intend,"
"plan," "believe," "project," "forecast," "estimate," "may,"
"should," "anticipate" and similar statements of a future or
forward-looking nature identify forward-looking statements. These
forward-looking statements address matters that involve risks and
uncertainties and include statements that reflect the current views
of our senior management with respect to our financial performance
and future events with respect to our business and industry in
general. There are or will be important factors that could cause
our actual results to differ materially from those indicated in
these statements. If one or more events related to these or other
risks or uncertainties materialize, or if our underlying
assumptions prove to be incorrect, actual results may differ
materially from what we anticipate. Differences between actual
results and any future performance suggested in our forward-looking
statements could result from a variety of factors, including the
following: our ability to continue as a going concern; our ability
to obtain and maintain sufficient financing to provide liquidity to
meet our business objectives, surety bonds, letters of credit and
similar financing, and to successfully complete our amended rights
offering and repay our second-lien term loan, or otherwise; the
highly competitive nature of our businesses; general economic and
business conditions, including changes in interest rates and
currency exchange rates; general developments in the industries in
which we are involved; cancellations of and adjustments to backlog
and the resulting impact from using backlog as an indicator of
future earnings; our ability to perform contracts on time and on
budget, in accordance with the schedules and terms established by
the applicable contracts with customers; failure by third-party
subcontractors or suppliers to perform their obligations on time
and as specified; our ability to realize anticipated savings and
operational benefits from our restructuring plans and other
cost-savings initiatives; our ability to successfully integrate and
realize the expected synergies from acquisitions; our ability to
successfully address productivity and schedule issues in our
Renewable segment, including the ability to complete our Renewable
energy projects within the expected timeframe and at the estimated
costs; willingness of customers to waive liquidated damages or
agree to bonus opportunities; our ability to successfully partner
with third parties to win and execute renewable projects; changes
in our effective tax rate and tax positions; our ability to
maintain operational support for our information systems against
service outages and data corruption, as well as protection against
cyber-based network security breaches and theft of data; our
ability to protect our intellectual property and renew licenses to
use intellectual property of third parties; our use of the
percentage-of-completion method of accounting; the risks associated
with integrating businesses we acquire; our ability to successfully
manage research and development projects and costs, including our
efforts to successfully develop and commercialize new technologies
and products; the operating risks normally incident to our lines of
business, including professional liability, product liability,
warranty and other claims against us; changes in, or our failure or
inability to comply with, laws and government regulations;
difficulties we may encounter in obtaining regulatory or other
necessary permits or approvals; changes in, and liabilities
relating to, existing or future environmental regulatory matters;
our limited ability to influence and direct the operations of our
joint ventures; potential violations of the Foreign Corrupt
Practices Act; our ability to successfully compete with current and
future competitors; the loss of key personnel and the continued
availability of qualified personnel; our ability to negotiate and
maintain good relationships with labor unions; changes in pension
and medical expenses associated with our retirement benefit
programs; social, political, competitive and economic situations in
foreign countries where we do business or seek new business; the
possibilities of war, other armed conflicts or terrorist attacks;
and our ability to successfully consummate strategic alternatives
for our MEGTEC and Universal businesses if we determine to pursue
them.
If one or more of these risks or other risks materialize, actual
results may vary materially from those expressed. For a more
complete discussion of these and other risk factors, see B&W’s
filings with the SEC, including our most recent annual report on
Form 10-K. B&W cautions not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release, and undertakes no obligation to update or revise any
forward-looking statement, except to the extent required by
applicable law.
About B&W
Headquartered in Charlotte, N.C., Babcock & Wilcox is a
global leader in energy and environmental technologies and services
for the power and industrial markets. Follow us on Twitter
@BabcockWilcox and learn more at www.babcock.com.
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version on businesswire.com: https://www.businesswire.com/news/home/20180410006636/en/
Babcock & WilcoxInvestor Contact:Chase Jacobson,
704-625-4944Vice President, Investor
Relationsinvestors@babcock.comorMedia Contact:Ryan Cornell,
330-860-1345Public Relationsrscornell@babcock.com
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