Amendment: SEC Form SCHEDULE 13D/A filed by Babcock & Wilcox Enterprises Inc.
$BW
Building Products
Industrials
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 19)
|
Babcock & Wilcox Enterprises, Inc. (Name of Issuer) |
Common Stock, par value $0.01 (Title of Class of Securities) |
05614L100 (CUSIP Number) |
Bryant R. Riley B. Riley Financial, Inc., 11100 Santa Monica Boulevard, Suite 800 Los Angeles, CA, 90025 (818) 884-3737 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/31/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 05614L100 |
| 1 |
Name of reporting person
B. Riley Financial, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
AF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,873,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Percent of class is calculated based on 98,404,024 shares of common stock, par value $0.01 (the "Common Stock"), of Babcock & Wilcox Enterprises, Inc. (the "Issuer") outstanding as of March 10, 2025, as reported by the Issuer in its Quarterly Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the "SEC") on March 31, 2025 (the "10-K").
SCHEDULE 13D
|
| CUSIP No. | 05614L100 |
| 1 |
Name of reporting person
BRF Investments, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,873,160.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
12.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Percent of class is calculated based on 98,404,024 shares of Common Stock outstanding as of March 10, 2025, as reported by the Issuer in the 10-K.
SCHEDULE 13D
|
| CUSIP No. | 05614L100 |
| 1 |
Name of reporting person
Bryant R. Riley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
13,246,373.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
13.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Percent of class is calculated based on 98,404,024 shares of Common Stock outstanding as of March 10, 2025, as reported by the Issuer in the 10-K.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 | |
| (b) | Name of Issuer:
Babcock & Wilcox Enterprises, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1200 E. Market Street, Suite 650, Akron,
OHIO
, 44305. | |
Item 1 Comment:
This Amendment No. 19 (this "Amendment") amends and supplements the Schedule 13D filed on November 30, 2018, as amended by Amendment No. 1 to Schedule 13D, filed with the Securities and Exchange Commission (the "SEC") on April 10, 2019, Amendment No. 2 to the Schedule 13D, filed with the SEC on May 7, 2019, Amendment No. 3 to Schedule 13D, filed with the SEC on July 23, 2019, Amendment No. 4 to Schedule 13D, filed with the SEC on July 29, 2019, Amendment No. 5 to the Schedule 13D, filed with the SEC on May 20, 2020, Amendment No. 6 to Schedule 13D, filed with the SEC on June 11, 2020, Amendment No. 7 to Schedule 13D, filed with the SEC on July 2, 2020, Amendment No. 8 to Schedule 13D, filed with the SEC on September 10, 2020, Amendment No. 9 to Schedule 13D, filed with the SEC on October 2, 2020, Amendment No. 10 to Schedule 13D, filed with the SEC on January 27, 2021, Amendment No. 11 to Schedule 13D, filed with the SEC on February 10, 2021, Amendment No. 12 to Schedule 13D, filed with the SEC on March 26, 2021, Amendment No. 13 to Schedule 13D, filed with the SEC on October 29, 2021, Amendment No. 14 to Schedule 13D, filed with the SEC on December 26, 2023, Amendment No. 15 to Schedule 13D, filed with the SEC on January 22, 2024, Amendment No. 16 to Schedule 13D, filed with the SEC on April 17, 2024, Amendment No. 17 to Schedule 13D, filed with the SEC on July 15, 2024 , and Amendment No. 18 to Schedule 13D, filed with the SEC on September 25, 2024 (as amended, the "Schedule 13D"), by the Reporting Persons relating to the common stock, par value $0.01 (the "Common Stock"), of Babcock & Wilcox Enterprises, Inc. (the "Issuer").
Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the "Statement" will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
As previously disclosed, on March 11, 2025, BRF effected a transaction pursuant to which BRF separated B. Riley Securities Holding, Inc. ("BRSH"), the parent company of BRS, from BRF. As a result of the transaction, BRS implemented its own operating and governance structure and established a board of directors independent from BRF. As a result, BRF is no longer the beneficial owner of the Shares held by BRS. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | (1) As of the date hereof, BRFI beneficially owned directly 11,873,160 shares of Common Stock, representing 12.1% of the Issuer's Common Stock. BRF is the parent company of BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held BRFI.
(2) Bryant R. Riley may beneficially own 1,373,213 shares of Common Stock representing 1.4% 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 11,873,160 shares of Common Stock, representing 12.1% of the Issuer's Common Stock, outstanding and held directly by BRFI in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI in each case except to the extent of his pecuniary interest therein. | |
| (b) | The information contained on the cover pages to this Amendment is incorporated by reference herein. | |
| (c) | None. | |
| (d) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
The Reporting Persons' response to Item 4 is incorporated by reference into this Item 6. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
|
|
|
|
|
|