VIEX Ups Stake in Babcock & Wilcox

My interpretation: Management better fix things up and fix them up quickly or look for employment elsewhere..


The following constitutes the Amendment No.1 to the Schedule 13D filed by the undersigned (the “Amendment No. 1”). This Amendment No. 1 amend the Schedule 13D as specifically set forth herein.

Item 3. Source and Amount of Funds or Other Consideration.

Item 3 is amended and restated as follows:

The 2,121,802 Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,121,802 Shares beneficially owned by Series One is approximately $6,990,652, including brokerage commissions. The aggregate purchase price of the call options currently exercisable into 693,500, Shares beneficially owned by Series One, as further described in Item 6 below, is approximately $1,206,990, including brokerage commissions.

VIEX Capital has purchased 895,027 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase price of such 895,027 Shares is approximately $3,576,927, excluding brokerage commissions.

Item 4. Purpose of Transaction.

Item 4 is amended to add the following:

The Reporting Persons reiterate their belief that significant value exists in the Shares based on its strong global position in its industrial, power and renewable businesses. However, in order for value to be realized in light of recent execution issues in the Issuer’s renewable segment and the decline in the Issuer’s share price, the Reporting Persons believe the Board must take immediate action to monetize assets and make aggressive cost reductions, including corporate overhead, to enhance liquidity. The Reporting Persons expect the Board to act most expeditiously on these fronts. To the extent the Board does not present a credible plan on cost reductions and asset divestitures on the Issuer’s Q3 earnings call in November 2017, the Reporting Persons may seek to reconstitute the Board at the Issuer’s 2018 annual meeting of stockholders.

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Nature of the Transaction Securities

Purchased/(Sold)

Price Per

Share($)

Date of

Purchase / Sale

 

VIEX OPPORTUNITIES FUND, LP – SERIES ONE

 

Purchase of February 2018 Call Options
($2.50 strike price)
3,000 1.90 10/13/2017

 

VIEX CAPITAL ADVISORS, LLC
(ON BEHALF OF A MANAGED ACCOUNT)

 

Purchase of Common Stock 78,369 4.0077 10/13/2017
Purchase of Common Stock 65,000 4.2690 10/19/2017
Purchase of Common Stock 305,600 4.1271 10/25/2017
Purchase of Common Stock 135,099 4.0512 10/26/2017

 


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