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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
Date of Report (Date of earliest event reported):
July 31, 2025
| |
BABCOCK & WILCOX ENTERPRISES,
INC. |
|
| (Exact name of registrant as specified in its charter) |
| Delaware |
|
001-36876 |
|
47-2783641 |
(State or other jurisdiction of
incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
1200
East Market Street
Suite 650
Akron, Ohio |
|
44305 |
| (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:
| Title
of Each Class |
Trading
Symbol |
Name
of Each Exchange on which Registered |
| Common stock, $0.01 par value per share |
BW |
New York Stock Exchange |
| 8.125% Senior Notes due 2026 |
BWSN |
New York Stock Exchange |
| 7.75% Series A Cumulative Perpetual Preferred Stock |
BW PRA |
New York Stock Exchange |
| 6.50% Senior Notes due 2026 |
BWNB |
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 2.01
Completion of Acquisition or Disposition of Assets
On July 31,
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”), closed its previously-disclosed sale of the equity interests of Diamond Power
International, LLC (“Diamond”) and related legal entities together with assets related to the Diamond business (the “Sale”)
to certain legal entities affiliated with Andritz AG (the “Buyers” and the agreement governing such sale, the “Purchase
Agreement”). On July 31, 2025, the Sellers and Buyers, along with Andritz AG, entered into an amendment to the Purchase Agreement,
whereby, among other things, Andritz AG assumed all obligations of Andritz China under the Purchase Agreement.
The total base
purchase price paid pursuant to the Purchase Agreement was approximately $177 million, subject to certain offsets and adjustments. 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 Company does
not have any material relationship with the Buyer other than in respect of the transaction.
Item 7.01
Regulation FD Disclosure
On July 31, 2025, the Company issued a press release announcing
the closing of the Sale to the Buyers. 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 furnished pursuant to this Item 7.01, including Exhibit 99.2,
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 of 1933, as amended, 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
| Exhibit No. |
Description |
| 10.1 |
Membership Interest, Share and Asset Purchase Agreement, dated June 4, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp.# |
| 10.2 |
First Amendment to Membership Interest, Share and Asset Purchase Agreement, dated July 31, 2025, by and among Andritz (USA) Inc., Andritz China Ltd., Andritz Canada Inc., Andritz AG, The Babcock & Wilcox Company, Babcock & Wilcox International Sales and Service Corporation, and Babcock & Wilcox Canada Corp. |
| 99.1 |
Unaudited Pro Forma Condensed Consolidated Financial Information |
| 99.2 |
Press Release, dated July 31, 2025 |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
# As permitted by Regulation S-K, Item 601(b)(10)(iv) of
the Securities Exchange Act of 1934, as amended, certain confidential portions of this exhibit have been redacted from the publicly filed
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. |
| |
|
| |
|
| August 4, 2025 |
By: |
/s/ Cameron Frymyer |
| |
|
Cameron Frymyer |
| |
|
Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative) |
