SEC Form SC 13D/A filed by Babcock & Wilcox Enterprises Inc. (Amendment)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 16)*
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)
April 10, 2024
(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. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
| CUSIP No. 05614L100 |
| 1. | Names of Reporting Persons |
| 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) |
| 5. | Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
|
| 6. | Citizenship or Place of Organization |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power |
| 8. | Shared Voting Power | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14. | Type of Reporting Person
(See Instructions) HC |
| * | Percent of class is calculated based on 89,480,435 shares of common stock, par value $0.01 (the “Common Stock”), of Babcock & Wilcox Enterprises, Inc. (the “Issuer”) outstanding as of March 8, 2024 as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (the “Commission”) on March 15, 2024 (the “10-K”). |
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| CUSIP No. 05614L100 |
| 1. | Names of Reporting Persons |
| 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) |
| 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 |
7. | Sole Voting Power |
| 8. | Shared Voting Power | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 15,573,362 (1) |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14. | Type of Reporting Person
(See Instructions) BD |
| * | Percent of class is calculated based on 89,480,435 shares of the Common Stock of the Issuer outstanding as of March 8, 2024, as reported by the Issuer in the 10-K. |
| (1) | Includes 7,971,014 shares of Common Stock previously held by BRFI and subsequently transferred to BRS. |
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| CUSIP No. 05614L100 |
| 1. | Names of Reporting Persons |
| 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) |
| 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 |
7. | Sole Voting Power |
| 8. | Shared Voting Power | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14. | Type of Reporting Person
(See Instructions) OO |
| * | Percent of class is calculated based on 89,480,435 shares of the Common Stock of the Issuer outstanding as of March 8, 2024, as reported by the Issuer in the 10-K. |
| (1) | Represents 7,971,014 shares of Common Stock previously held by BRFI and subsequently transferred to BRS. |
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| CUSIP No. 05614L100 |
| 1. | Names
of Reporting Persons 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) |
| 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 of America |
| Number
of Shares Beneficially Owned by Each Reporting Person With |
7. | Sole Voting Power |
| 8. | Shared Voting Power | |
| 9. | Sole Dispositive Power | |
| 10. | Shared Dispositive Power 27,446,522 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person |
| 12. | Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
|
| 13. | Percent of Class Represented by Amount in Row (11) |
| 14. | Type of Reporting Person
(See Instructions) IN |
| * | Percent of class is calculated based on 89,480,435 shares of the Common Stock of the Issuer outstanding as of March 8, 2024, as reported by the Issuer in the 10-K. |
| (1) | Represents the removal of 61,687 shares that were inadvertently reported that are not deemed to be beneficially owned by the Reporting Persons. |
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Explanatory Note
This Amendment No. 16 (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, and Amendment No. 15 to Scheduled 13D, filed with the SEC on January 22, 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.
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Item 4. Purpose of the Transaction
Item 4 is amended to add the following:
As stated in the Issuer’s Form 8-K filed with the SEC on April 10, 2024, Babcock & Wilcox Enterprises, Inc. entered into a sales agreement (the “Sales Agreement”) on April 10, 2024 with B. Riley Securities, Inc. listed as an agent, in connection with the offer and sale from time to time by the Issuer of shares of the Issuer’s common stock, having an aggregate offering price of up to $50,000,000 (the “Shares”) through the agents. Any Shares to be offered and sold under the Sales Agreement will be issued and sold pursuant to the Issuer’s previously filed and currently effective registration statement on Form S-3 (File No. 333-260854) initially filed with the SEC on November 8, 2021 and declared effective by the SEC on November 22, 2021. A prospectus supplement relating to the offering of the Shares was filed with the SEC on April 10, 2024. The Shares may be offered and sold through the Agents over a period of time and from time to time by any method that is deemed to be an “at the market offering” as defined in Rule 415 promulgated under the Securities Act of 1933, as amended.
Item 5. Interest in Securities of the Issuer
Paragraphs (a) and (b) of Item 5 are amended and restated in their entirety as follows:
(a) - (b)
| 1. | As of the date hereof, (i) B. Riley Securities, Inc. (“BRS”) beneficially owned directly 15,573,362 shares of Common Stock, representing 17.4% of the Issuer’s Common Stock, and (ii) BRFI beneficially owned directly 11,873,160 shares of Common Stock, representing 13.3% of the Issuer’s Common Stock. |
| 2. | BRF is the parent company of BRS and BRFI. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS and BRFI. |
| 3. | Bryant R. Riley may beneficially own 1,373,213 shares of Common Stock representing 1.5% 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. The shares of Common Stock previously reported as being held by the Robert Antin Children Irrevocable Trust were transferred to a different entity and as such, Bryant R. Riley is no longer deemed to have voting or dispositive power over the shares. Bryant R. Riley may also beneficially own 27,446,522 shares of Common Stock, representing 30.7% of the Issuer’s Common Stock, outstanding and held directly by BRFI or BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRFI and BRS in each case except to the extent of his pecuniary interest therein. |
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Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person’s pecuniary interest therein.
As of the date hereof, each of BRS and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRS, and each of BRFI and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRFI.
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 adding the following:
The disclosures set forth in Item 4 are hereby incorporated by reference.
Item 7. Material to Be Filed as Exhibits
The following documents are filed as exhibits:
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Date: April 17, 2024
| B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Co-Chief Executive Officer | |
| B. RILEY SECURITIES, INC. | ||
| By: | /s/ Andrew Moore | |
| Name: | Andrew Moore | |
|
Title: | Chief Executive Officer |
| BRF INVESTMENTS, LLC. | ||
| By: | /s/ Phillip Ahn | |
| Name: | Phillip Ahn | |
| Title: | Authorized Signatory | |
| /s/ Bryant R. Riley | ||
| Bryant R. Riley | ||
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
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SCHEDULE A
Executive Officers and Directors of B. Riley Financial, Inc.
| Name and Position | Present Principal Occupation | Business Address | Citizenship | |||
| Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer |
Chief Executive Officer of B. Riley Capital Management, LLC; Co-Executive Chairman of B. Riley Securities, Inc.; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc. | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Thomas J. Kelleher Co-Chief Executive Officer and Director |
Co-Chief Executive Officer and Director of B. Riley Financial, Inc.; Co-Executive Chairman of B. Riley Securities, Inc.; and President of B. Riley Capital Management, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Phillip J. Ahn Chief Financial Officer and Chief Operating Officer |
Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc. | 30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Kenneth Young 1 President |
President of B. Riley Financial, Inc.; and Chief Executive Officer of B. Riley Principal Investments, LLC | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Alan N. Forman Executive Vice President, General Counsel and Secretary |
Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc. | 299 Park Avenue, 21st Floor New York, NY 10171 |
United States | |||
| Howard E. Weitzman Senior Vice President and Chief Accounting Officer |
Senior Vice President and Chief Accounting Officer of B. Riley Financial, Inc. | 30870 Russell Ranch Rd Suite 250 Westlake Village, CA 91362 |
United States | |||
| Robert L. Antin 2 Director |
Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers and hospitals | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Robert D’Agostino Director |
President of Q-mation, Inc., a supplier of software solutions | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Renée E. LaBran Director |
Founding partner of Rustic Canyon Partners (RCP), a technology focused VC fund | 11100 Santa Monica Blvd.
|
United States | |||
Randall E. Paulson Director |
Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
Michael J. Sheldon
|
Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Mimi Walters Director |
U.S. Representative from California’s 45th Congressional District – Retired | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States | |||
| Mikel Williams Director |
Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories | 11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025 |
United States |
| 1 | As of the close of business on the date hereof, Kenneth Young directly owned 1,521,412 shares of Common Stock. The individual purchase prices and transaction data are available publicly on Kenneth Young’s Section 16 filings with the SEC. Kenneth Young has the sole power to vote and dispose of such shares of Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock. |
2 | As of the close of business on the date hereof, Robert L. Antin directly owned 76,802 shares of Common Stock. The aggregate purchase price of the 76,802 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $940,253. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock. |
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