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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 7/23/19 B. Riley Financial, Inc. SC 13D/A 1:39K Babcock & Wilcox Enterprises, Inc Edgar Agents LLC/FA B. Riley Capital Management, LLC B. Riley FBR, Inc. BRC Partners Management GP, LLC BRC Partners Opportunity Fund, L.P. Bryant R. Riley |
Document/Exhibit Description Pages Size 1: SC 13D/A Amendment No. 3 to Schedule 13D HTML 20K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED
PURSUANT TO § 240.13d-2(a)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)*
| Babcock & Wilcox Enterprises, Inc. |
|
(Name of Issuer)
|
| Common Stock, par value $0.01 |
|
(Title of Class of Securities)
|
| 05614L 10 0 |
| (CUSIP Number) |
|
B. Riley Financial, Inc. 21255 Burbank Boulevard, Suite 400 (818) 884-3737 |
| (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
| July 18, 2019 |
| (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).
C:
Explanatory Note
This Amendment No. 3 (this “Amendment”) amends and supplements the Schedule 13D filed on November 30, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on April 10, 2019, and by Amendment No. 2 to the Schedule 13D, filed with the SEC on May 7, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to 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 is amended to add the following:
On July 18, 2019, the Reporting Persons exercised subscription rights to acquire an aggregate of 11,907,762 shares of Common Stock in connection with the Rights Offering, as described in the Issuer’s prospectus dated June 28, 2019 and filed with the SEC on June 28, 2019, at the subscription price of $0.30 per whole share of Common Stock. The Rights Offering is expected to close on July 23, 2019.
C:
C: 1
| Item 7. | Material to Be Filed as Exhibits |
The following documents are filed as exhibits:
C:
2
Signatures
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.
Dated: July 22, 2019
| B. RILEY FINANCIAL, INC. | ||
| By: | /s/ Bryant R. Riley | |
| Name: | ||
| Title: | Co-Chief Executive Officer | |
| BRC PARTNERS OPPORTUNITY FUND, L.P. | ||
| By: | /s/ Bryant R. Riley | |
| Name: | ||
| Title: | Chief Investment Officer | |
| BRC PARTNERS MANAGEMENT GP, LLC | ||
| By: | B. Riley Capital Management, LLC, its sole member | |
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Chief Executive Officer | |
| B. RILEY CAPITAL MANAGEMENT, LLC | ||
| By: | /s/ Bryant R. Riley | |
| Name: | Bryant R. Riley | |
| Title: | Chief Executive Officer | |
| B. RILEY FBR, INC. | ||
| By: | /s/ Andrew Moore | |
| Name: | Andrew Moore | |
| Title: | Chief Executive Officer | |
| /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).
3
| This ‘SC 13D/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 7/23/19 | 4 | ||
| Filed on: | 7/22/19 | 3, 4, 8-K | ||
| 7/18/19 | 4, 8-K | |||
| 6/28/19 | 424B4, 8-K | |||
| 5/7/19 | 3, 4, 8-A12B, 8-K, CERT, SC 13D/A | |||
| 4/10/19 | SC 13D/A | |||
| 11/30/18 | 8-K, SC 13D | |||
| List all Filings | ||||