8-K - BW - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

December 30, 2021

BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)
delaware	001-36876	47-2783641
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(State or other jurisdiction of<br><br> incorporation)	(Commission File Number)	(IRS Employer Identification No.)
1200 EAST MARKET STREET, SUITE 650AKRON, ohio	44305
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(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including

Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common stock, $0.01 par value per share	BW	New York Stock Exchange
8.125% Senior Notes due 2026	BWSN	New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock	BW PRA	New York Stock Exchange
6.50% Senior Notes due 2026	BWNB	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01	Other Material Events

As previously announced, on December 13, 2021, Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”) issued $140,000,000 aggregate principal amount of its 6.50% senior notes due 2026 (the “Senior Notes”) pursuant to an underwriting agreement, dated December 8, 2021, by and between the Company and B. Riley Securities, Inc., as representative of the several underwriters named therein (the “Underwriters”). The Company also granted the Underwriters a 30-day option to purchase up to an additional $21,000,000 principal amount of the Senior Notes to cover overallotments, if any.

On December 28, 2021, the Company received a notice that the Underwriters had elected to exercise their overallotment option for an additional $11,440,250 in aggregate principal amount of the Senior Notes. The Company closed the overallotment option on December 30, 2021. As of the closing of the overallotment option, a total of $151,440,250 in aggregate principal amount of the Senior Notes have been sold. The net proceeds from the offering, including the Senior Notes purchased pursuant to the overallotment option, after deducting the Underwriters’ discount and the estimated offering expenses payable by the Company, were approximately $145,000,000.

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.
January 3, 2022	By:	/s/ Louis Salamone
		Louis Salamone
		Executive Vice President, Chief Financial Officer<br><br>and Chief Accounting Officer<br><br>(Principal Accounting Officer and <br><br>Duly Authorized Representative)