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): March 18, 2021
| 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 Seciton 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on which Registered | ||||||
Common Stock, par value $0.01 per share | BW | New York Stock Exchange | ||||||
8.125% Senior Notes due 2026 | BWSN | 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
On March 18, 2021, Diamond Power International, LLC (“Diamond Power”), a wholly-owned subsidiary of Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Company”), and an unaffiliated commercial real estate investment firm (“Buyer”) and Chicago Title Company (as escrow agent) entered into a Sale, Purchase and Escrow Agreement (the “Agreement”). Pursuant to the terms of the Agreement, Diamond Power agreed to sell and Buyer agreed to buy real property constituting an industrial manufacturing facility in Lancaster, Ohio (the “Facility”) for a purchase price of approximately $18,281,000, subject to customary closing conditions. The Agreement is also conditioned on the execution and delivery at the closing of (i) a lease of the Facility by The Babcock & Wilcox Company, a wholly-owned subsidiary of the Company, from Buyer for a period of 240 months and (ii) a guaranty of the lease by the Company
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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. | |||||||||||
| March 24, 2021 | By: | /s/ Louis Salamone | |||||||||
Louis Salamone | |||||||||||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative) | |||||||||||
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