Babcock & Wilcox Enterprises Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement
On June 4, 2025, Babcock & Wilcox Enterprises, Inc. (the “Company”) through certain wholly owned subsidiaries of the Company, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp. (collectively, the “Sellers”) entered into an agreement (the “Purchase Agreement”) to sell to certain legal entities affiliated with Andritz AG (the “Buyers”) the equity interests of Diamond Power International, LLC (“Diamond”) and related legal entities together with assets related to the Diamond business (the “Sale”). The Sale is expected to close within approximately 30 days.
The Purchase Agreement provides for a base purchase price equal to $177 million, subject to certain offsets and adjustments. The Purchase Agreement also includes representations and warranties regarding the Sale, as well as certain indemnities with respect thereto. The Purchase Agreement also includes an undertaking for the Sellers and their affiliates not to compete with the Diamond business or to solicit customers or employees with respect to the Diamond business for a period of four years.
The Sellers and the Buyers expect to enter into a transition services agreement under which the Sellers and/or their affiliates would provide services to support the Diamond business and under which Diamond would provide services to support Sellers and their affiliates for a temporary period.
The Company does not have any material relationship with the Buyers other than in respect of the transaction.
Item 7.01 Regulation FD Disclosure
On June 5, 2025, the Company issued a press release announcing the Sale. 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 contained in Item 7.01 of this Current Report on Form 8-K and Exhibit 99.2 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press Release, dated June 5, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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. | ||
| June 5, 2025 | By: | /s/ Cameron Frymyer |
| Cameron Frymyer | ||
| Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative) | ||