Babcock & Wilcox Stockholder Settlement

Welcome to the Settlement website for the Babcock & Wilcox Stockholder Settlement.

A proposed settlement in a class and derivative lawsuit (the “Action”) entitled Parker v. Avril, et al., C.A. No. 2020-0280-PAF has been entered into between and among Plaintiff James E. Parker (“Plaintiff”); Defendants Vintage Capital Management, LLC (“Vintage”) and B. Riley Financial, Inc. (“B. Riley”); Defendants Matthew E. Avril, Brian R. Kahn, and Kenneth Young (the “Individual Defendants”); dismissed directors Cynthia S. Dubin, Anne R. Pramaggiore, Kenneth Siegel, Thomas A. Christopher, and Henry E. Bartoli (the “Dismissed Defendants,” and together with B. Riley, Vintage, and the Individual Defendants, “Defendants”); and nominal defendant Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (collectively, the “Settling Parties”), subject to the approval of the Court pursuant to Court of Chancery Rules 23 and 23.1 (the “Settlement”).

Unless otherwise specified, all capitalized terms herein have the same meaning as that assigned to them in the Stipulation of Settlement. A copy of the Stipulation is available for review here.

Settlement Terms

In consideration for the full settlement and release of the Defendant Released Claims, and subject to the terms and conditions set forth in the Stipulation of Settlement entered into by the Settling Parties, the total settlement consideration to resolve both derivative and direct claims is $9,500,000 (the “Settlement Amount”). In addition, the Company has agreed to certain governance changes as set forth below.

The consideration is as follows:

Derivative Claims.
1. Cash payment. Defendants shall pay, or cause to be paid, $4.75 million (the “Derivative Settlement Payment”) to, and for the benefit of, B&W, to resolve the derivative claims asserted by Plaintiff. No part of this payment shall be paid or indemnified by the Company.
2. Governance Reform. Within sixty (60) calendar days after the Effective Date, B&W shall create and/or otherwise empower a standing “Related Party Transactions Committee” that will consist of all of its independent directors and will be charged with the task of reviewing and approving (or determining not to approve) all proposed related party transactions consistent with the Company’s related party transaction policy. The Settling Parties agree that this governance reform was solely caused as a result of Plaintiff’s prosecution of the Action, and provides material benefits to B&W and its stockholders and forms part of the consideration for the mutual releases and other provisions of the Settlement.
Direct Claims.
1. Cash Payment. A payment of $4.75 million (the “Class Settlement Payment”) shall be paid by B&W, on account of its indemnification obligations to B. Riley and Vintage, to resolve the direct claims asserted by the Class.

If you wish to participate in this Settlement and receive benefits, you do NOT need to take any action. The Notice, which has been approved by the Court, describes what you may receive from the Settlement and how to object to the Settlement.

The Frequently Asked Questions page of this website has more information on your rights as a Class Member in this Action.

Please read the Notice to also understand your rights and options fully.

IMPORTANT NOTE: The dates and deadlines may be changed without further notice to the Settlement Class, so please check this Settlement Website or contact the Settlement Administrator as described here.

These rights and options – and the deadlines to exercise them – are explained in the Notice.