Babcock & Wilcox Announces Rights Offering For Common Stock
17 Junho 2019 - 6:07PM
Business Wire
Babcock & Wilcox Enterprises, Inc. ("B&W" or the
“Company”) (NYSE: BW) announced today that its Board of Directors
has approved a record date and subscription period for the rights
offering originally announced on April 5, 2019. Assuming B&W’s
registration statement relating to the rights offering is declared
effective, the Company will distribute to each holder of the
Company’s common stock one non-transferable subscription right to
purchase 0.986896 shares of the Company’s common stock at a price
of $0.30 per whole share for each share of the Company’s common
stock held as of 5:00 p.m., New York City time, on June 27, 2019
(the “rights offering record date”). The Company will not issue any
fractional shares of the Company’s common stock in the rights
offering, and all exercises of subscription rights will be rounded
to the nearest whole share. In addition, the Company will not issue
fractional subscription rights or pay cash in lieu of fractional
subscription rights.
The subscription rights may be exercised at any time during the
subscription period, which will commence on June 28, 2019. The
subscription rights will expire if they are not exercised by 5:00
p.m., New York City time, on July 18, 2019, unless the Company
extends the rights offering subscription period.
The Company expects to issue 166,666,667 shares of its common
stock in connection with the rights offering, including any shares
issued to B. Riley FBR, Inc., a significant shareholder of the
Company (“B. Riley”), as backstop exchange purchaser.
The Company expects to mail subscription certificates evidencing
the subscription rights and a copy of the prospectus for the rights
offering to shareholders as of the rights offering record date
beginning on or about June 28, 2019.
The Company expects to use the proceeds from the rights offering
to partially repay indebtedness outstanding under the Tranche A-3
last-out term loans provided through its U.S. credit agreement.
The rights offering remains subject to the satisfaction of
certain conditions, and the Company reserves the right to terminate
the rights offering at any time prior to its expiration date.
Neither the Company nor its Board of Directors has made any
recommendation as to whether shareholders should exercise their
subscription rights, although directors and executive officers may
exercise their subscription rights in their individual capacities.
Shareholders are urged to carefully review the subscription
materials the Company will provide and consult with their own legal
and financial advisors in deciding whether or not to exercise the
subscription rights. The subscription rights will be
non-transferable. As such, shareholders will not be able to sell
their subscription rights if they do not wish to exercise them. In
addition, no oversubscription privilege will be available for
shareholders desiring to purchase additional subscription rights.
As previously disclosed, B. Riley will serve as the backstop
exchange purchaser for the rights offering and will be entitled to
purchase any unsubscribed shares of common stock in the rights
offering at the subscription price or $0.30 per whole share.
A registration statement relating to these securities has
been filed with the Securities and Exchange Commission but has not
yet become effective. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration
statement becomes effective. The information in this press
release is not complete and is subject to change. This press
release shall not constitute an offer to sell or a solicitation of
an offer to buy the securities, nor shall there be any offer,
solicitation or sale of the securities in any state or jurisdiction
in which such offer, solicitation or sale would be unlawful under
the securities laws of such state or jurisdiction. The rights
offering will be made only by means of a prospectus. Copies
of the prospectus, when it becomes available, will be mailed to all
eligible shareholders as of the rights offering record date and may
also be obtained free of charge at the website maintained by the
SEC at www.sec.gov or by contacting the information
agent for the rights offering, D.F. King & Co., Inc., toll free
at (800) 622-1649 or by email at
bw@dfking.com.
Forward-Looking Statements
B&W cautions that this release contains forward-looking
statements, including, without limitation, statements relating to
the terms of the rights offering. These forward-looking statements
are based on management’s current expectations and involve a number
of risks and uncertainties, including, among other things, the
effectiveness of the registration statement related to the rights
offering; our ability to continue as a going concern; our ability
to obtain and maintain sufficient financing to provide liquidity to
meet our business objectives, surety bonds, letters of credit and
similar financing; our ability to satisfy requirements under our
credit agreement dated May 11, 2015, as amended, with a syndicate
of lenders; our ability to complete our contemplated series of
equitization transactions and all related transactions in a timely
manner, if at all; the highly competitive nature of our businesses;
general economic and business conditions, including changes in
interest rates and currency exchange rates; general developments in
the industries in which we are involved; cancellations of and
adjustments to backlog and the resulting impact from using backlog
as an indicator of future earnings; our ability to perform
contracts on time and on budget, in accordance with the schedules
and terms established by the applicable contracts with customers;
failure by third-party subcontractors, partners or suppliers to
perform their obligations on time and as specified; our ability to
realize anticipated savings and operational benefits from our
restructuring plans, and other cost-savings initiatives; our
ability to successfully address remaining items and any warranty
obligations within our accrued estimated costs for our Vølund &
Other Renewable segment; our ability to successfully partner with
third parties to win and execute contracts within the Vølund &
Other Renewable segment; changes in our effective tax rate and tax
positions, including any limitation on our ability to use our net
operating loss carryforwards and other tax assets as a result of an
"ownership change" under Section 382 of the Internal Revenue Code;
our ability to maintain operational support for our information
systems against service outages and data corruption, as well as
protection against cyber-based network security breaches and theft
of data; our ability to protect our intellectual property and renew
licenses to use intellectual property of third parties; our use of
the percentage-of-completion method to recognize revenue over time;
our ability to successfully manage research and development
projects and costs, including our efforts to successfully develop
and commercialize new technologies and products; the operating
risks normally incident to our lines of business, including
professional liability, product liability, warranty and other
claims against us; changes in, or our failure or inability to
comply with, laws and government regulations; actual of anticipated
changes in governmental regulation, including trade and tariff
policies; difficulties we may encounter in obtaining regulatory or
other necessary permits or approvals; changes in, and liabilities
relating to, existing or future environmental regulatory matters;
changes in actuarial assumptions and market fluctuations that
affect our net pension liabilities and income; potential violations
of the Foreign Corrupt Practices Act; our ability to successfully
compete with current and future competitors; the loss of key
personnel and the continued availability of qualified personnel;
our ability to negotiate and maintain good relationships with labor
unions; changes in pension and medical expenses associated with our
retirement benefit programs; social, political, competitive and
economic situations in foreign countries where we do business or
seek new business; the possibilities of war, other armed conflicts
or terrorist attacks; the willingness of customers and suppliers to
continue to do business with us on reasonable terms and conditions
as well as our ability to successfully consummate strategic
alternatives for non-core assets, if we determine to pursue them;
and our ability to maintain the listing of our common stock on the
NYSE. If one or more of these risks or other risks materialize,
actual results may vary materially from those expressed. For a more
complete discussion of these and other risk factors, see B&W’s
filings with the Securities and Exchange Commission, including our
most recent annual report on Form 10-K and quarterly report on Form
10-Q. B&W cautions not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release, and undertakes no obligation to update or revise any
forward-looking statement, except to the extent required by
applicable law.
About B&W
Headquartered in Barberton, Ohio, Babcock & Wilcox is a
global leader in energy and environmental technologies and services
for the power and industrial markets. Follow us on Twitter
@BabcockWilcox and learn more at www.babcock.com.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190617005898/en/
Investor Contact:Megan WilsonVice President, Corporate
Development & Investor RelationsBabcock &
Wilcox704.625.4944 | investors@babcock.com
Media Contact:Ryan CornellPublic RelationsBabcock &
Wilcox330.860.1345 | rscornell@babcock.com
Babcock and Wilcox Enter... (NYSE:BW)
Gráfico Histórico do Ativo
De Mar 2024 até Abr 2024
Babcock and Wilcox Enter... (NYSE:BW)
Gráfico Histórico do Ativo
De Abr 2023 até Abr 2024