Sec Form 13D Filing - B. Riley Financial Inc. (RILY) filing for Babcock & Wilcox Enterprises Inc. (BW) - 2021-03-26

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 12)*

 

Babcock & Wilcox Enterprises, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01

(Title of Class of Securities)

 

05614L100

(CUSIP Number)

 

Bryant R. Riley

B. Riley Financial, Inc.

11100 Santa Monica Boulevard, Suite 800

Los Angeles, CA 90025

(818) 884-3737

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 25, 2021

(Date of Event Which Requires Filing of this Statement)
 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

 

 

 

CUSIP No. 05614L100
1.	Names of Reporting Persons   B. Riley Financial, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a) ☐
	(b) ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   WC, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization   Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   23,181,681 (1)
		8.	Shared Voting Power   5,776,423 (2)
		9.	Sole Dispositive Power   23,181,681 (1)
		10.	Shared Dispositive Power   5,776,423 (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   28,958,104 (1) (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   33.2%*
14.	Type of Reporting Person (See Instructions) HC

*

Percent of class is calculated based on (i) 87,231,133 shares of common stock, par value $0.01 (the “Common Stock”), of Babcock & Wilcox Enterprises, Inc. (the “Issuer”), which is based on  85,564,466 shares of Common Stock outstanding as of February 28, 2021 as reported by the Issuer in its Annual Report on Form 10-K for the year ended December 31, 2020 filed with the Securities and Exchange Commission (the “Commission”) on February 28, 2021 (the “10-K”), plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

(1)

Includes 1,541,667 shares of Common Stock issuable upon exercise of the Warrants held by B. Riley Financial, Inc. (“BRF”).

 

(2)

Includes 125,000 shares of Common Stock issuable upon exercise of the Warrants held by BRC Partners Opportunity Fund LP (“BRPLP”).

 

 

CUSIP No. 05614L100
1.		Names of Reporting Persons   B. Riley Securities, Inc.
2.		Check the Appropriate Box if a Member of a Group (See Instructions)
		(a) ☐
		(b) ☐
3.		SEC Use Only
4.		Source of Funds (See Instructions)   WC
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.		Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With			7.	Sole Voting Power   0
			8.	Shared Voting Power   3,405,659
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power 3,405,659
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   3,405,659
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   3.9%* (See Items 3, 4, 5 and 6)
14.	Type of Reporting Person (See Instructions) BD

*

Percent of class is calculated based on (i) 87,231,133 shares of the Common Stock of the Issuer, which is based on 85,564,466 shares of Common Stock outstanding as of February 28, 2021, as reported by the Issuer in the 10-K, plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

 

< td colspan="3" style="border-bottom: black 1.5pt solid; padding-right: 3pt; padding-left: 3pt">

SEC Use Only

 

CUSIP No. 05614L100
1.	Names of Reporting Persons   BRC Partners Opportunities Fund, LP
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  ☐
	(b)  ☐
3.
4.	Source of Funds (See Instructions)   WC
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   2,370,764 (1)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   2,370,764 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   2,370,764 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   2.7%* (See Items 3, 4, 5 and 6)
14.	Type of Reporting Person (See Instructions) PN

*

Percent of class is calculated based on (i) 87,231,133 shares of the Common Stock of the Issuer, which is based on 85,564,466 shares of Common Stock outstanding as of February 28, 2021, as reported by the Issuer in the 10-K, plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

(1)

Includes 125,000 shares of Common Stock issuable upon exercise of the Warrants held by BRPLP.

 

 

CUSIP No. 05614L100
1.	Names of Reporting Persons   BRC Partners Management GP, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  ☐
	(b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   2,370,764 (1)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   2,370,764 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,764 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11) 2.7%* (See Items 3, 4, 5 and 6)
14.	Type of Reporting Person (See Instructions) OO

*

Percent of class is calculated based on (i) 87,231,133 shares of the Common Stock of the Issuer, which is based on 85,564,466 shares of Common Stock outstanding as of February 28, 2021, as reported by the Issuer in the 10-K, plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

(1)

Includes 125,000 shares of Common Stock issuable upon exercise of the Warrants held by BRPLP.

 

 

CUSIP No. 05614L100
1.	Names of Reporting Persons   B. Riley Capital Management, LLC
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  ☐
	(b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)  ☐
6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   0
		8.	Shared Voting Power   2,370,764 (1)
		9.	Sole Dispositive Power   0
		10.	Shared Dispositive Power   2,370,764 (1)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person 2,370,764 (1)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ☐
13.	Percent of Class Represented by Amount in Row (11)   2.7%* (See Items 3, 4, 5 and 6)
14.	Type of Reporting Person (See Instructions) IA

*

Percent of class is calculated based on (i) 87,231,133 shares of the Common Stock of the Issuer, which is based on 85,564,466 shares of Common Stock outstanding as of February 28, 2021, as reported by the Issuer in the 10-K, plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

(1)

Includes 125,000 shares of Common Stock issuable upon exercise of the Warrants held by BRPLP.

 

 

CUSIP No. 05614L100
1.	Names of Reporting Persons Bryant R. Riley
2.	Check the Appropriate Box if a Member of a Group (See Instructions)
	(a)  ☐
	(b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions)   PR, AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ☐
6.	Citizenship or Place of Organization United States of America
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power   396,399
		8.	Shared Voting Power   28,958,104 (1) (2)
		9.	Sole Dispositive Power   396,399
		10.	Shared Dispositive Power 28,958,104 (1) (2)
11.	Aggregate Amount Beneficially Owned by Each Reporting Person   29,354,503 (1) (2)
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)  ☐
13.	Percent of Class Represented by Amount in Row (11)   33.7%** (See Items 3, 4, 5 and 6)
14.	Type of Reporting Person (See Instructions) IN

*

Percent of class is calculated based on (i) 87,231,133 shares of the Common Stock of the Issuer, which is based on 85,564,466 shares of Common Stock outstanding as of February 28, 2021, as reported by the Issuer in the 10-K, plus (ii) 1,666,667 shares of Common Stock issuable upon the exercise of the Warrants (as defined herein), which are exercisable within 60 days.

 

(1)

Includes 1,541,667 shares of Common Stock issuable upon exercise of the Warrants held by BRF.

 

(2)

Includes 125,000 shares of Common Stock issuable upon exercise of the Warrants held by BRPLP.

  

 

Explanatory Note

 

This Amendment No. 12 (this “Amendment”) amends and supplements the Schedule 13D filed on November 30, 2018, as amended by Amendment No. 1 to Schedule 13D, filed with the Securities and Exchange Commission (the “SEC”) on April 10, 2019, Amendment No. 2 to the Schedule 13D, filed with the SEC on May 7, 2019, Amendment No. 3 to Schedule 13D, filed with the SEC on July 23, 2019, Amendment No. 4 to Schedule 13D, filed with the SEC on July 29, 2019, Amendment No. 5 to the Schedule 13D, filed with the SEC on May 20, 2020, Amendment No. 6 to Schedule 13D, filed with the SEC on June 11, 2020, Amendment No. 7 to Schedule 13D, filed with the SEC on July 2, 2020, Amendment No. 8 to Schedule 13D, filed with the SEC on September 10, 2020, Amendment No. 9 to Schedule 13D, filed with the SEC on October 2, 2020, Amendment No. 10 to Schedule 13D, filed with the SEC on January 27, 2021, and Amendment No. 11 to Schedule 13D, filed with the SEC on February 10, 2021 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the common stock, par value $0.01 (the “Common Stock”), of Babcock & Wilcox Enterprises, Inc. (the “Issuer”).

 

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

 

Item 4. Purpose of Transaction

 

The information included in Item 6 of this Amendment is incorporated by reference in its entirety into this Item 4.

 

Item 5. Interest in Securities of the Issuer

 

Paragraphs (a) and (b) of Item 5 are amended and restated in their entirety as follows:

 

(a) - (b)

 

The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference. As of 4:00 p.m., Eastern Time, on March 26, 2021, the Reporting Persons beneficially owned, in the aggregate, 29,354,503 shares of Common Stock, representing approximately 33.7% of the outstanding shares of Common Stock. The percentage in this paragraph and elsewhere in this Schedule 13D relating to beneficial ownership of Common Stock is based on 87,231,133 shares of Common Stock outstanding.

 

1.

As of the date hereof, (i) BRPLP beneficially owned directly 2,245,764 shares of Common Stock and 125,000 shares of Common Stock issuable upon the exercise of the BRPLP Warrant, together representing 2.7% of the Issuer’s Common Stock, (ii) B. Riley Securities, Inc. (“BRS”) beneficially owned directly 3,405,659 shares of Common Stock, representing 3.9% of the Issuer’s Common Stock, and (iii) BRF beneficially owned directly 21,640,014 shares of Common Stock and 1,541,666.7 shares of Common Stock issuable upon the exercise of the BRF Warrant, together with the shares of Common Stock beneficially owned directly by BRPLP and BRS, representing 33.2% of the Issuer’s Common Stock.

 

2.

BRC Partners Management GP, LLC (“BRPGP”) is a subsidiary of B. Riley Capital Management, LLC (“BRCM”), a registered investment advisor, and is the general partner of BRPLP. BRF is the parent company of BRCM. As a result, BRPGP, BRCM and BRF may be deemed to indirectly beneficially own the Shares held by BRPLP.

 

 

3.

BRF is the parent company of BRS. As a result, BRF may be deemed to indirectly beneficially own the Shares held by BRS.

 

4.

Bryant R. Riley may beneficially own 396,399 shares of Common Stock representing 0.5% of the Issuer’s Common Stock, of which (i) 176,424 shares are held jointly with his wife, Carleen Riley, (ii) 33,402 shares are held as sole custodian for the benefit of Abigail Riley, (iii) 33,402 shares are held as sole custodian for the benefit of Charlie Riley, (iv) 33,404 shares are held as sole custodian for the benefit of Eloise Riley, (v) 31,416 shares are held as sole custodian for the benefit of Susan Riley, (vi) 50,998 shares are held as sole trustee of the Robert Antin Children Irrevocable Trust and (vii) 37,353 shares are held in Bryant R. Riley’s 401(k) account. Bryant R. Riley may also beneficially own 28,958,104 shares of Common Stock, representing 33.2% of the Issuer’s Common Stock, outstanding or issuable upon the exercise of the Warrants and held directly by BRF, BRPLP or BRS in the manner specified in paragraph (1) above. Bryant R. Riley disclaims beneficial ownership of the shares held by BRF, BRPLP and BRS, or the Robert Antin Children Irrevocable Trust in each case except to the extent of his pecuniary interest therein.

 

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of such Reporting Person’s pecuniary interest therein.

 

As of the date hereof, each of BRPLP, BRPGP, BRCM and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRPLP.

As of the date hereof, each of BRS and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRS.

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

Item 6 is amended to add the following:

 

On March 25, 2021, the closing of the transactions contemplated by the Stock Purchase Agreement occurred.

 

Item 7. Material to be Filed as Exhibits

 

Item 7 of the 13D Filing is hereby amended by adding the following:

 

Exhibit 1

Joint Filing Agreement, dated May 7, 2019, by and among B. Riley Financial, Inc., BRC Partners Opportunity Fund, L.P., BRC Partners Management GP, LLC, B. Riley Capital Management, LLC, B. Riley FBR, Inc. and Bryant R. Riley (incorporated by reference to Exhibit 1 to the Schedule 13D/A filed by the Reporting Persons on May 7, 2019).

  

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Date: March 26, 2021

 

	B. RILEY FINANCIAL, INC.
	By:	/s/ Bryant R. Riley
	Name: Bryant R. Riley
	Title:   Co-Chief Executive Officer
	BRC PARTNERS OPPORTUNITY FUND, LP
	By:	/s/ Bryant R. Riley
	Name: Bryant R. Riley
	Title:   Chief Investment Officer
	BRC PARTNERS MANAGEMENT GP, LLC
	By: B. Riley Capital Management, LLC, its sole member
	By:	/s/ Bryant R. Riley
	Name: Bryant R. Riley
	Title:   Chief Executive Officer
	B. RILEY CAPITAL MANAGEMENT, LLC
	By:	/s/ Bryant R. Riley
	Name: Bryant R. Riley
	Title:   Chief Executive Officer
	B. RILEY SECURITIES, INC.
	By:	/s/ Andrew Moore
	Name: Andrew Moore
	Title:   Chief Executive Officer
	/s/ Bryant R. Riley
	Bryant R. Riley

 

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

 

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 

SCHEDULE A

 

Executive Officers and Directors of B. Riley Financial, Inc.

 

Name and Position		Present Principal Occupation		Business Address		Citizenship
Bryant R. Riley Chairman of the Board of Directors and Co-Chief Executive Officer		Chief Investment Officer of BRC Partners Opportunity Fund, LP; Chief Executive Officer of B. Riley Capital Management, LLC; Chairman of B. Riley Principal Merger Corp II, LLC; and Chairman of the Board of Directors and Co-Chief Executive Officer of B. Riley Financial, Inc.		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Thomas J. Kelleher Co-Chief Executive Officer and Director		Co-Chief Executive Officer and Director of B. Riley Financial, Inc. and President of B. Riley Capital Management, LLC.		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Phillip J. Ahn Chief Financial Officer and Chief Operating Officer		Chief Financial Officer and Chief Operating Officer of B. Riley Financial, Inc.		30870 Russell Ranch Road, Suite 250 Westlake Village, CA 91362		United States
Kenneth Young1 President		President of B. Riley Financial, Inc.; Chief Executive Officer of B. Riley Principal Investments, LLC; and Director of B. Riley Principal Merger Corp II, LLC		30870 Russell Ranch Road, Suite 250 Westlake Village, CA 91362		United States
Alan N. Forman Executive Vice President, General Counsel and Secretary		Executive Vice President, General Counsel and Secretary of B. Riley Financial, Inc.		299 Park Avenue, 21st Floor New York, NY 10171		United States
Howard E. Weitzman Senior Vice President & Chief Accounting Officer		Senior Vice President & Chief Accounting Officer of B. Riley Financial, Inc.		30870 Russell Ranch Road, Suite 250 Westlake Village, CA 91362		United States
Daniel Shribman Chief Investment Officer		Chief Investment Officer of B. Riley Financial, Inc.; President of B. Riley Principal Investments, LLC; and Chief Executive Officer and Chief Financial Officer of B. Riley Principal Merger Corp II, LLC		299 Park Avenue, 21st Floor New York, NY 10171		United States
Robert L. Antin2 Director		Co-Founder of VCA, Inc., an owner and operator of Veterinary care centers & hospitals		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Robert D’Agostino Director		President of Q-mation, Inc., a supplier of software solutions		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Randall E. Paulson Director		Special Advisor to Odyssey Investment Partners, LLC, a private equity investment firm.		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Michael J. Sheldon Director		Chairman and Chief Executive Officer of Deutsch North America, a creative agency – Retired		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Mimi K. Walters Director		U.S. Representative from California’s 45th Congressional District – Retired		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States
Mikel Williams Director		Chief Executive Officer and Director of privately held Targus International, LLC, supplier of carrying cases and accessories		11100 Santa Monica Blvd. Suite 800 Los Angeles, CA 90025		United States

 

1

As of the close of business on the date hereof, Kenneth Young directly owned 111,334 shares of Common Stock. The aggregate purchase price of the 111,334 shares of Common Stock that were purchased by Kenneth Young with personal funds is approximately $376,615. Kenneth Young additionally owns 600,000 shares of Commont Stock issued in connection with the vesting of restricted stock units (“RSUs”) received in his capacity as Chief Executive Officer of the Issuer, and 250,000 shares of Common Stock issued in connection with the vesting of performance stock units (“PSUs”) granted to Kenneth Young by the Issuer. Kenneth Young has the sole power to vote and dispose of such shares of Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such shares of Common Stock.

 

2

As of the close of business on the date hereof, Robert L. Antin directly owned 76,802 shares of Common Stock. The aggregate purchase price of the 76,802 shares of Common Stock that were purchased by Robert L. Antin with personal funds is approximately $940,253. Robert L. Antin has the sole power to vote and dispose of such Common Stock and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Common Stock.

 

 

11