For a net-zero future
Leading the world in clean power production technology
B&W granted the underwriters a 30-day option to purchase up to an additional 600,000 shares of the Preferred Stock in connection with the offering, which option remains in effect.
The Preferred Stock is expected to begin trading on the NYSE under the symbol “BW PRA” within 30 business days of the closing date.
The offering resulted in net proceeds of approximately $95.7 million after deducting underwriting discounts and commissions, but before expenses. B&W intends to use the net proceeds of the offering for general corporate purposes, including clean energy growth initiatives, potential future acquisitions and reduction of net leverage.
Dividends on the Preferred Stock will be paid when, as and if declared by the Company’s Board of Directors at the annual rate of 7.75% of the $25.00 liquidation preference per year (equivalent to $1.9375 per year). Dividends on the Preferred Stock will be payable quarterly when, as and if declared in arrears on March 31, June 30, September 30 and December 31 of each year. The first dividend on the Preferred Stock, when, as and if declared, will be paid on June 30, 2021, for less than a full quarter after the initial issuance of the Preferred Stock and covering the period from the first date the Preferred Stock is issued and sold through, but not including, June 30, 2021.
“We continue to see new opportunities globally for both organic and inorganic growth of our renewable and environmental technologies, including waste-to-energy, hydrogen production and carbon capture technologies with the potential to drive a world-wide industrial transformation to a green environmental future,” said Kenneth Young, B&W’s Chairman and CEO. “We are also seeing acquisition opportunities within the thermal services sector with the potential to achieve immediate synergies and higher margins, leveraging the strength of our experienced management team.”
“Our significant cost reductions and strengthened balance sheet put B&W in a very favorable position to compete globally on mature and emerging technologies,” Young continued. “Looking forward, we remain focused on increasing the value of our stock and returns to shareholders as we profitably grow our Renewable, Environmental and Thermal segments, including deploying our waste-to-energy and carbon capture technologies to help meet critical climate goals, and pursuing our more than $5 billion 3-year pipeline of identified project opportunities.”
B. Riley Securities, Inc. served as the lead book-running manager for the offering. D.A. Davidson & Co., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., National Securities Corporation and William Blair & Company acted as joint book-running managers for the offering. Kingswood Capital Markets, division of Benchmark Investments, Inc. acted as lead manager for the offering. Aegis Capital Corp., Boenning & Scattergood, Inc., Huntington Securities, Inc., Incapital LLC and Wedbush Securities Inc. acted as co-managers for the offering.
The Preferred Stock was offered under an effective shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission (“SEC”) on April 22, 2021 and declared effective by the SEC on April 30, 2021. The offering was made only by means of the prospectus supplement dated May 4, 2021 and the accompanying base prospectus dated April 30, 2021. Copies of the prospectus supplement and the accompanying base prospectus for the offering may be obtained on the SEC's website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at email@example.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company's public offering of Preferred Stock and intended use of net proceeds. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on March 8, 2021, under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable) and the prospectus supplement related to the offering of the Preferred Stock. These factors should be considered carefully, and the Company cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.