Babcock & Wilcox Enterprises Inc. filed SEC Form 8-K: Completion of Acquisition or Disposition of Assets, Other Events, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 2.01 Completion of Acquisition or Disposition of Assets
On October 30, 2024, Babcock & Wilcox Enterprises, Inc. (the “Company”), through B&W PGG Luxembourg Finance Sárl and Babcock & Wilcox A/S, each a subsidiary of the Company (the “Seller”), closed its previously-disclosed sale of the entire issued and outstanding share capital of its (i) Italian subsidiary SPIG S.p.A. (“SPIG”), and, indirectly, its subsidiaries, and (ii) Swedish subsidiary Babcock & Wilcox Vølund AB f/k/a Götaverken Miljö AB (“GMAB”) to Auctus Neptune Holding S.p.A. (the “Buyer” and the agreement governing such sale, the “Purchase Agreement”).
The total base purchase price paid pursuant to the Purchase Agreement was approximately €36.7 million, subject to certain adjustments for specified indemnity obligations or specified payments, dividends, encumbrances, releases, share issuances or other payments made (or obligations assumed) by SPIG or GMAB, other than as permitted in the Purchase Agreement. The Purchase Agreement also provides for a three-year non-competition covenant limited to the Company’s continuing Wet and Dry Cooling Business and a three-year non-solicitation covenant.
The Company does not have any material relationship with the Buyer other than in respect of the transaction.
Item 8.01 Other Events.
On October 31, 2024, the Company issued a press release announcing the sale of SPIG and GMAG to the Buyer. A copy of the press release is attached as Exhibit 99.2, and the information contained in Exhibit 99.2 is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.2, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Unaudited Pro Forma Condensed Consolidated Financial Information | |
| 99.2 | Press Release, dated October 31, 2024 | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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. | ||
| November 5, 2024 | By: | /s/ Louis Salamone |
| Louis Salamone | ||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) | ||