UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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| Item 7.01. | Regulation FD Disclosure. |
On September 15, 2021, Babcock & Wilcox Enterprises, Inc. (the “Company”) issued a press release announcing the acquisition disclosed below under Item 8.01 of this Current Report on Form 8-K. A copy of the press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or 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 8.01. | Other Events. |
On September 10, 2021, the Company entered into a share purchase agreement (the “Agreement”) with Fosler Construction Company Inc. (“Fosler Construction”), an Illinois-based solar energy contractor, pursuant to which the Company agreed to purchase a 60% equity interest in Fosler Construction for a purchase price of $30,000,000 (excluding working capital adjustments and a potential future earn-out payment of $10,000,000 based on future financial performance) (the “Purchase Price”). The Company expects to fund the Purchase Price with cash on hand.
The foregoing acquisition is expected to close at the end of September 2021 and remains subject to the satisfaction or waiver of certain customary closing conditions specified in the Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release dated September 15, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL 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. | ||
| September 16, 2021 | By: | /s/ Louis Salamone |
| Louis Salamone | ||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative) | ||