UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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BABCOCK
& WILCOX ENTERPRISES, INC. |
(Exact name of registrant as specified in its charter) |
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Delaware | | 47-2783641 |
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS
Employer Identification No.) |
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(Address of principal executive offices) | (Zip Code) |
Registrant’s Telephone Number, including Area Code: (330)
753-4511
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act: |
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Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, par value $0.01 per share | BW | New York Stock Exchange |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
1.01 Entry into a Material Definitive Agreement
Amendment to Credit Agreement
On January 17, 2020, Babcock & Wilcox Enterprises, Inc. (“we”, “our” or the “Company”) entered into Amendment No. 19 to the Credit Agreement, dated May 11, 2015 (as amended to date, the “Credit Agreement”) with Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto. Amendment No. 19, as supplemented on January 24, 2020, extends the current $205 million sub-limit on borrowings under the revolving credit facility portion of the Credit Agreement and the deadline for completing certain required corporate actions in connection with a refinancing of the Credit Agreement from January
20, 2020 to January 31, 2020. Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses. Certain term loan lenders under the Credit Agreement are also significant shareholders of the Company and party to various agreements pursuant to which they have various rights with regard to their shareholdings
and our governance, as we have previously disclosed in our public reports. Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information described in Item 1.01 above relating to the Amendment is incorporated into this Item 2.03 by reference.
Item 7.01 Regulation FD Disclosure
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, 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 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
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. |
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| | BABCOCK & WILCOX ENTERPRISES, INC. |
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| By: | |
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| | Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Financial and Accounting Officer and Duly Authorized Representative) |
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