BABCOCK & WILCOX ENTERPRISES, INC. (NYSE:BW) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.Entry into a Material Definitive Agreement.
On March 19, 2019, Babcock & Wilcox Enterprises, Inc. (“we”, “our” or the “Company”) entered into amendment and limited waiver (the “Amendment and Limited Waiver”) to our existing credit agreement (as amended, the “Credit Agreement”) with Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto. The Amendment and Limited Waiver replaces in full and extends the waivers obtained by the Company as part of the limited waiver executed on March 15, 2019, as well as making certain other modifications to the Credit Agreement.
Specifically, the Amendment and Limited Waiver provides $10.0 million in additional commitments from B. Riley Financial, Inc. (“B. Riley”) under a second tranche of last out term loans under the Credit Agreement, which have been fully borrowed. Borrowings under this tranche of last out term loans are generally made on terms, including interest rate, maturity and prepayment, that are the same as our existing last out term loans. The Amendment and Waiver also waives our compliance with covenants in the Credit Agreement (1) requiring that we maintain a minimum liquidity amount of $40.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension (as defined in the Credit Agreement), provided that we must maintain a minimum liquidity amount of $35.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension, (2)requiring that we maintain the specified consolidated interest coverage and senior leverage coverage ratios contained in the Credit Agreement, (3) specifying certain contract completion milestones that we are required to meet in connection with one renewable energy project, (4) limiting the amount of certain net losses permitted in connection with renewable energy projects, (5) requiring our independent registered public accounting firm certify our consolidated financial statements without a going concern qualification, and (6) requiring the delivery of certain compliance certificates. Finally, the Amendment and Limited Waiver also waives certain events of default related to development projects in our Renewables segment. The Amendment and Limited Waiver will terminate at 5:00 p.m., New York City time, on March 29, 2019 unless earlier terminated upon the occurrence of, among other things, an event of default under the Credit Agreement, our payment of certain fees in connection with certain renewable energy projects or our failure to maintain a minimum liquidity amount of $35.0 million as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension.
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. B. Riley is a significant stockholder of the Company, owning more than 6% of the Company’s outstanding common stock. As previously disclosed, the Company and B. Riley are party to a consulting agreement.
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 and Limited Waiver is incorporated herein by reference into this Item 2.03.
About BABCOCK & WILCOX ENTERPRISES, INC. (NYSE:BW)
Babcock & Wilcox Enterprises, Inc. is a technology-based provider of fossil and renewable power generation and environmental equipment that includes a suite of boiler products and environmental systems, and services for power and industrial uses. The Company operates in three segments: Global Power, Global Services and Industrial Environmental. Through its Global Power segment, the Company engineers, manufactures, procures, constructs and commissions boilers fueled by fossil fuels and renewables in addition to environmental systems and related auxiliary equipment primarily to steam generating customers globally. Through its Global Services segment, the Company provides aftermarket products and services to steam generating utilities across the world and various industrial customers. Through its Industrial Environmental segment, the Company provides a range of environmental technology and services to industrial end markets across the world.
