According to the Complaint, Babcock is a global leader in energy and environmental technologies and services
for the power and industrial markets.
This action stems from a proposed transaction announced on April 5, 2019, pursuant to which the Board of Directors of Babcock & Wilcox Enterprises, Inc. caused the Company to amend its credit agreement with its current lenders, whereby B. Riley FBR, Inc., which owns 6.5% of the Company’s outstanding shares, has joined the facility and has arranged an additional $150 million in secured financing through a last out term loan, and has agreed to provide an uncommitted incremental credit facility of up to another $15 million. In connection with the amendment, the Company agreed to seek shareholder approval to increase the number of its authorized shares, execute within six months a $50 million rights offering at $0.30 per share (the proceeds of which will be used for repayment of a portion of the new debt) and, immediately thereafter, exchange $35.1 million of the last out term loan held by Vintage Capital Management LLC, which owns 17.8% of the Company’s outstanding shares, for common stock at $0.30 per share, issue approximately 16.7 million warrants, each to purchase one share of common stock for $0.01 per share, and execute a 1:10 reverse stock split.
On May 13, 2019, Defendants filed a proxy statement with the United States Securities and Exchange Commission, which seeks stockholder approval of the Proposed Transaction and scheduled a stockholder vote for June 14, 2019. The Complaint alleges that the Proxy Statement omits material information with respect to the Proposed Transaction, which renders the Proxy Statement false and misleading.
This case was voluntarily dismissed on September 19, 2019.