In addition, B. Riley Financial exchanged $35
million of its existing Tranche A term loan for senior notes
Net proceeds to be used to substantially pay
down debt and invest in clean energy growth initiatives
Babcock & Wilcox Enterprises, Inc. ("B&W" or the
"Company") (NYSE: BW) announced that on February 12, 2021 it closed
an underwritten public offering of 29,487,180 shares of common
stock, which included 3,846,154 shares issued in connection with
the underwriter’s option to purchase additional shares, at a price
to the public of $5.85 per share, for gross proceeds of
approximately $172.5 million. The Company also announced that on
February 12, 2021 it closed an underwritten public offering of
$125.0 million aggregate principal amount of 8.125% senior notes
due 2026, which included $5 million aggregate principal amount of
senior notes issued in connection with the underwriters’ option to
purchase senior notes. Gross proceeds for both offerings are
exclusive of underwriting discounts and commissions and estimated
offering expenses payable by the Company.
B&W and the senior notes both received a rating of BB+ from
Egan-Jones Ratings Company, an independent, unaffiliated rating
agency. The notes are expected to begin trading on NYSE under the
symbol “BWSN” as early as February 17, 2021.
In addition to the public offering, B. Riley Financial, Inc
exchanged $35 million of its existing Tranche A term loan for $35
million principal amount of senior notes in a concurrent private
offering, and the interest rate on the remaining Tranche A term
loan balance has been reduced to an interest rate of 6.625%,
compared to its current rate of 12%.
The two offerings resulted in net proceeds of approximately $283
million after deducting underwriting discounts and commissions, but
before expenses. The Company expects to use the net proceeds of
this offering to support clean energy growth initiatives and to pay
down its revolving credit facility by approximately $167 million
while permanently reducing the facility size by approximately $94
million.
“We expect the proceeds derived from this raise to significantly
reduce our secured debt and future cash interest payments, de-lever
our balance sheet, support expansion of our clean energy
technologies portfolio, and provide a strong foundation to pursue
our more than $5 billion 3-year pipeline of identified
opportunities on top of our strong, high-margin parts and services
business,” said Kenneth Young, B&W’s Chairman and CEO. “Looking
forward, we remain focused on growing our Renewable and
Environmental segments, including deploying our waste-to-energy and
carbon capture technologies to help meet critical climate goals, as
the next-generation B&W powers the global energy and
environmental transformation.”
B. Riley Securities, Inc., acted as the lead book-running
manager for the common stock offering. D.A. Davidson & Co. and
Janney Montgomery Scott LLC acted as joint book-running managers
for the common stock offering. Lake Street Capital Markets, LLC and
National Securities Corporation acted as co-managers for the common
stock offering.
B. Riley Securities, Inc. acted as lead book-running manager for
the senior notes offering. D.A. Davidson & Co., Janney
Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., and
National Securities Corporation acted as joint book-running
managers for the senior notes offering. Aegis Capital Corp.,
Boenning & Scattergood, Inc., Huntington Securities, Inc. and
Kingswood Capital Markets, division of Benchmark Investments, Inc.
acted as co-managers for the senior notes offering.
The common stock and senior notes were offered under the
Company's shelf registration statement on Form S-3, which was
declared effective by the Securities and Exchange Commission
("SEC") on February 13, 2020. The offerings were made only by means
of a prospectus supplement and accompanying base prospectus. Copies
of the prospectus supplement and the accompanying base prospectus
for the offering may be obtained on the SEC's website at
www.sec.gov, or by contacting B. Riley Securities by telephone at
(703) 312-9580, or by email at prospectuses@brileyfin.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such offer,
sale or solicitation would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Forward-Looking Statements
Statements in this press release that are not descriptions of
historical facts are forward-looking statements that are based on
management's current expectations and assumptions and are subject
to risks and uncertainties. If such risks or uncertainties
materialize or such assumptions prove incorrect, our business,
operating results, financial condition and stock price could be
materially negatively affected. You should not place undue reliance
on such forward-looking statements, which are based on the
information currently available to us and speak only as of the date
of this press release. Such forward looking statements include, but
are not limited to, statements regarding the Company's public
offerings of common stock and senior notes, B. Riley Financial’s
exchange of a portion of its existing Tranche A term loan for $35
million of senior notes, the revolving credit facility to be
permanently reduced by 75% of the senior note value, exclusive of
the value of the B. Riley Financial term loan exchange, the
interest on remaining Tranche A term loan to be significantly
reduced, and the pursuit of more than $5 billion 3-year pipeline of
identified opportunities. Factors that could cause such actual
results to differ materially from those contemplated or implied by
such forward-looking statements include, without limitation, the
risks associated with the unpredictable and ongoing impact of the
COVID-19 pandemic and other risks described from time to time in
the Company's periodic filings with the SEC, including, without
limitation, the risks described in the Company's Annual Report on
Form 10-K for the year ended December 31, 2019 and Quarterly
Reports on Form 10-Q for the quarters ended March 31, 2020, June
30, 2020 and September 30, 2020 under the captions "Risk Factors"
and "Management's Discussion and Analysis of Financial Condition
and Results of Operations" (as applicable). These factors should be
considered carefully, and B&W Enterprises 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 Babcock & Wilcox Enterprises
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises
is a global leader in energy and environmental technologies and
services for the power and industrial markets.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20210216005370/en/
Investor Contact: Megan Wilson Vice President, Corporate
Development & Investor Relations Babcock & Wilcox
Enterprises 704.625.4944 | investors@babcock.com
Media Contact: Ryan Cornell Public Relations Babcock
& Wilcox Enterprises 330.860.1345 | rscornell@babcock.com
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