SEC Company Response from Babcock & Wilcox Enterprises, Inc. (BW, BWNB, BWSN, BW-PA) (CIK 0001630805) (BW) — Apr 17, 2015
Babcock & Wilcox Enterprises, Inc. (BW, BWNB, BWSN, BW-PA) (CIK 0001630805)
Date: April 17, 2015 · CIK: 0001630805 · Accession: 0001193125-15-136129
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 001-36876
Referenced dates: April 10, 2015
Letter
JONES DAY
2727 NORTH HARWOOD STREET Ÿ DALLAS, TEXAS 75201.1515
TELEPHONE: +1.214.220.3939 Ÿ FACSIMILE: +1.214.969.5100
April 17, 2015
BY EDGAR
Pamela Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE: Babcock & Wilcox Enterprises, Inc.
Amendment No. 1 to the Registration Statement on Form 10
File No. 001-36876
Ladies and Gentlemen:
Babcock & Wilcox Enterprises, Inc. (“New B&W”) has today filed with the Securities and Exchange Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form 10 (Registration No. 001-36876) (as amended, the “Registration Statement”). On behalf of New B&W, we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in the letter dated April 10, 2015. For ease of reference, the text of the Staff’s comments are included in bold-face type below, followed in each case by New B&W’s response. Except as otherwise provided, page references included in the body of New B&W’s responses are to Amendment No. 1.
General
1. Please note that in accordance with Section 12(d) of the Exchange Act, this Form 10 registration statement filed pursuant to Section 12(b) of the Exchange Act will become effective 30 days after the Commission receives certification from the NYSE that the company’s listing application has been approved.
Response: New B&W acknowledges the Staff’s comment and notes that in accordance with Section 12(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) New B&W’s Registration Statement will become effective 30 days after the Commission receives certification from the New York Stock Exchange (the “NYSE”) that New B&W’s listing application has been approved or such shorter period of time as the Commission may determine. New B&W respectfully advises the Staff that it intends to coordinate with the NYSE and the Staff to have the Registration Statement declared effective less than 30 days after the Commission receives certification from the NYSE.
ALKHOBAR Ÿ AMSTERDAM Ÿ ATLANTA Ÿ BEIJING Ÿ BOSTON Ÿ BRUSSELS Ÿ CHICAGO Ÿ CLEVELAND Ÿ COLUMBUS Ÿ DALLAS
DUBAI Ÿ DÜSSELDORF Ÿ FRANKFURT Ÿ HONG KONG Ÿ HOUSTON Ÿ IRVINE Ÿ JEDDAH Ÿ LONDON Ÿ LOS ANGELES Ÿ MADRID
MEXICO CITY Ÿ MIAMI Ÿ MILAN Ÿ MOSCOW Ÿ MUNICH Ÿ NEW YORK Ÿ PARIS Ÿ PERTH Ÿ PITTSBURGH Ÿ RIYADH Ÿ SAN DIEGO
SAN FRANCISCO Ÿ SÃO PAULO Ÿ SHANGHAI Ÿ SILICON VALLEY Ÿ SINGAPORE Ÿ SYDNEY Ÿ TAIPEI Ÿ TOKYO Ÿ WASHINGTON
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
2. We note that you intend to file by amendment certain exhibits, including the company’s organizational documents and the material agreements related to the spin-off. We may have comments on these exhibits after they are filed. In addition, please tell us whether you intend to file these exhibits in final form prior to the effectiveness of the registration statement. In this regard, we note that with few exceptions, these exhibits have been listed in the “Form of.”
Response: New B&W acknowledges the Staff’s comment and undertakes to submit the remaining exhibits as promptly as possible. New B&W expects to enter into some of the agreements prior to the effectiveness of the Registration Statement and, therefore, will file executed versions as exhibits prior to effectiveness. New B&W also intends to enter into some of the agreements closer to the distribution date. These agreements will continue to be listed as “form of” at the time of effectiveness of the Registration Statement. The “form of” agreements that are filed as exhibits to the Registration Statement will be in substantially final form as of the effectiveness of the Registration Statement, and New B&W does not intend to make any changes to such “form of” agreements after effectiveness that would be material. Following execution of the “form of” agreements, which is expected to occur on or before the distribution date, New B&W will file the executed versions on a Current Report on Form 8-K.
3. We note that you intend to provide significant additional information in an amendment to the registration statement on Form 10, including Security Ownership of Certain Beneficial Owners and Management, information regarding composition of certain board committees and Description of Capital Stock. To the extent practicable, please include this information in the next amendment to the registration statement on Form 10.
Response: New B&W acknowledges the Staff’s comment and undertakes to revise the Registration Statement to include this information as promptly as possible.
Exhibit 99.1 Information Statement
General
4. We note that certain terms of the spin-off transaction are not known at this time and that the information statement contains many blank spaces. Please complete the blank portions of the information statement with your next amendment, or as soon as practicable. We may have further comment.
Response: New B&W acknowledges the Staff’s comment and undertakes to revise the Registration Statement to include this information as promptly as possible.
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
Questions and Answers About the Spin-Off, page 1
How will fractional shares be treated in the spin-off?, page 2
Treatment of Fractional Shares, page 35
5. Please advise as to whether the distribution agent, in its sole discretion, will determine when, how, and through which broker-dealers and at what price to sell the aggregated fractional shares. Please also confirm that the distribution agent and the broker-dealers it uses are not affiliates of the company or Babcock & Wilcox Company.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that the distribution agent, in its sole discretion, will determine when, how and through which broker-dealers and at what price to sell the aggregated fractional shares. New B&W also confirms that the distribution agent and the broker-dealers it will use are not affiliates of New B&W or of The Babcock & Wilcox Company.
What are the U.S. federal income tax consequences . . .?, page 2
Material U.S. Federal Income Tax Consequences of the Spin-Off, page 38
6. Please tell us whether you expect to receive the tax opinion prior to the effectiveness of the registration statement. If not, please advise how you intend to notify your shareholders regarding this material aspect of the spin-off distribution, and whether the Board has any current intention to waive the tax opinion as a condition to the spin-off.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that the tax opinion is expected to be delivered after the effectiveness of the Registration Statement and on or before the distribution date of the spin-off. In the event that the board of directors of The Babcock & Wilcox Company waives the tax opinion as a condition to the spin-off, The Babcock & Wilcox Company intends to promptly issue a press release or other public announcement and file a Current Report on Form 8-K to report the event. New B&W is not aware of any current intention of the board of directors of The Babcock & Wilcox Company to waive the tax opinion as a condition to the spin-off.
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
7. Whether the disclosure in the registration statement serves as the tax opinion or whether you intend to file a “long-form” tax opinion as exhibit 8, the opinion must be stated clearly, unequivocally, and be consistent with the exhibit. To this end, please remove the disclosure in the first paragraph on page 39 that you will receive an “opinion from counsel substantially to the effect that” and the language in the sentence above the bullets on page 39 that “assuming the spin-off and such related transactions meet the condition described above.” The conclusions in these sections should be expressed clearly as the opinion of counsel.
Response: New B&W acknowledges the Staff’s comment and respectfully submits that it is neither customary nor appropriate to include or file a tax opinion from counsel under these circumstances. In addition, we note that Item 601(b)(8) of Regulation S-K does not apply to registration statements on Form 10.
We believe that the material U.S. federal income tax consequences of the distribution, which the tax opinion will address, are thoroughly and appropriately discussed in the Registration Statement.
8. If this section serves as a tax opinion, please remove the disclosure that this section is for general information only.
Response: New B&W acknowledges the Staff’s comment and respectfully submits that the “Material U.S. Federal Income Tax Consequences of the Spin-Off” section of the Registration Statement does not serve as a tax opinion.
What are the conditions to the spin-off?, page 3
9. Please revise to briefly state here, with more detail later in the document, any known potential circumstances under which the distribution would be abandoned.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that New B&W is not aware of any circumstances under which the spin-off would be abandoned. New B&W has revised pages 3, 10 and 39 to include this disclosure. Should circumstances change regarding the conditions to the spin-off, New B&W will update this disclosure.
Will New B&W incur any debt prior to or at the time of the spin-off?, page 3
10. We note that the company intends to enter into a new revolving credit facility prior to or at the time of the spin-off. Please file such agreement as an exhibit to the registration statement on Form 10.
Response: New B&W acknowledges the Staff’s comment and undertakes to submit the credit agreement as an exhibit as promptly as possible. If New B&W enters into the credit agreement prior to the effectiveness of the Registration Statement, New B&W will file the credit agreement as an exhibit prior to effectiveness. If New B&W enters into the credit agreement after effectiveness, New B&W will file the credit agreement as an exhibit to a Current Report on Form 8-K.
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
Risk Factors, page 13
We conduct a portion of our operations through joint venture entities, over which we may
have limited ability to influence, page 20
11. Please disclose the percentage of your business conducted in this fashion.
Response: New B&W acknowledges the Staff’s comment and has revised page 20 to disclose the equity income generated by New B&W’s joint ventures.
Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic operations, page 22
12. Please disclose the percentage of your revenue derived from international operations.
Response: New B&W acknowledges the Staff’s comment and has revised page 22 to disclose the percentage of New B&W’s revenue derived from international operations.
We will be subject to continuing contingent liabilities of the Company following the spin-off, page 25
13. Other than the tax matters described, please discuss the other significant areas in which you may become liable for the obligations of Babcock & Wilcox Company.
Response: New B&W acknowledges the Staff’s comment and has revised page 25 to discuss the other significant areas in which New B&W may become liable for the obligations of The Babcock & Wilcox Company.
The Spin-Off, page 32
General, page 32
14. Please disclose how you calculated and determined the distribution amount.
Response: New B&W acknowledges the Staff’s comment and has revised page 32 to disclose how it will calculate and determine the distribution amount.
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
Reasons for the Spin-Off, page 32
15. Please discuss the background of the spin-off in greater detail, including the material legal and financial issues that led Babcock & Wilcox Company’s board to approve the separation of the power generation business from Babcock & Wilcox Company’s remaining segments and recommend that the company be spun-off as a stand-alone public company.
Response: New B&W acknowledges the Staff’s comment and has revised pages 32 and 33 to discuss the background of the spin-off in greater detail.
16. Expand your disclosure, if practicable, to quantify the anticipated effect of the loss of synergies from operating as one company. We note for instance the potential for higher borrowing costs and loss of joint purchasing power. Please also expand upon some of the negative factors listed on page 33 by providing additional context.
Response: New B&W acknowledges the Staff’s comment and has revised pages 34 and 35 to include additional disclosure regarding the anticipated effect of the loss of synergies from operating as one company and the negative factors the board of directors of The Babcock & Wilcox Company considered.
Spin-Off Conditions and Terminations, page 38
17. Please describe the progress to date towards the completion of regulatory review by the Nuclear Regulatory Commission.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that on March 17, 2015, New B&W and The Babcock & Wilcox Company received written confirmation from the Nuclear Regulatory Commission (“NRC”) that the proposed spin-off and related steps constitute neither a direct or indirect transfer of control of any NRC license. Consequently, other than administrative matters relating to name change amendments, which do not involve any consent process by the NRC, the NRC regulatory review has been completed.
Capitalization, page 41
18. Please clearly show in the notes to the capitalization table how you computed each pro forma amount, including a discussion of any significant assumptions and estimates used to arrive at the amounts.
Response: New B&W acknowledges the Staff’s comment and has revised page 42 to disclose that the pro forma adjustments to the parent/stockholder equity line item relate to the transfer of the Nuclear Energy segment that will occur prior to the distribution.
United States Securities and Exchange Commission
April 17, 2015
Page of 17
JONES DAY
Management’s Discussion and Analysis, page 45
19. In light of your 17% decrease in revenues from 2013 to 2014, please discuss any known material trends and uncertainties that will have, or are reasonably likely to have, a material impact on your revenues or income or result in your liquidity decreasing or increasing in any material way. An overview discussion of such known material trends and uncertainties could assist in evaluating the likelihood that past performance is indicative of future performance. For example, to the extent that any significant projects, including the completion of any significant projects, are reasonably expected to have a material impact on either your consolidated or segment results of operations, please address in your discussion. In this regard, we note that a portion of the 33.8% decrease in the revenues of your Global Power segment is attributable to projects related to previously enacted environmental rules and regulations nearing completion. Refer to Sections 501.01, 501.02 and 501.04 of the SEC’s Codification of Financial Reporting Policies, Item 303 of Regulation S-K,
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CORRESP
1
filename1.htm
CORRESP
JONES DAY
2727 NORTH HARWOOD
STREET Ÿ DALLAS, TEXAS 75201.1515
TELEPHONE:
+1.214.220.3939 Ÿ FACSIMILE: +1.214.969.5100
April 17, 2015
BY EDGAR
Pamela Long
Assistant Director
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549
RE:
Babcock & Wilcox Enterprises, Inc.
Amendment No. 1 to the Registration Statement on Form 10
File No. 001-36876
Ladies and Gentlemen:
Babcock & Wilcox Enterprises, Inc. (“New B&W”) has today filed with the Securities and Exchange
Commission (the “Commission”) Amendment No. 1 (“Amendment No. 1”) to its Registration Statement on Form 10 (Registration No. 001-36876) (as amended, the “Registration Statement”). On
behalf of New B&W, we respond to the comments of the staff of the Division of Corporation Finance of the Commission (the “Staff”) contained in the letter dated April 10, 2015. For ease of reference, the text of the
Staff’s comments are included in bold-face type below, followed in each case by New B&W’s response. Except as otherwise provided, page references included in the body of New B&W’s responses are to Amendment No. 1.
General
1.
Please note that in accordance with Section 12(d) of the Exchange Act, this Form 10 registration statement filed pursuant to Section 12(b) of the
Exchange Act will become effective 30 days after the Commission receives certification from the NYSE that the company’s listing application has been approved.
Response: New B&W acknowledges the Staff’s comment and notes that in accordance with Section 12(d) of the Securities Exchange Act of
1934 (the “Exchange Act”) New B&W’s Registration Statement will become effective 30 days after the Commission receives certification from the New York Stock Exchange (the “NYSE”)
that New B&W’s listing application has been approved or such shorter period of time as the Commission may determine. New B&W respectfully advises the Staff that it intends to coordinate with the NYSE and the Staff to have the
Registration Statement declared effective less than 30 days after the Commission receives certification from the NYSE.
ALKHOBAR Ÿ
AMSTERDAM Ÿ ATLANTA Ÿ BEIJING Ÿ
BOSTON Ÿ BRUSSELS
Ÿ CHICAGO Ÿ CLEVELAND
Ÿ COLUMBUS
Ÿ DALLAS
DUBAI Ÿ
DÜSSELDORF Ÿ FRANKFURT
Ÿ HONG KONG
Ÿ HOUSTON Ÿ
IRVINE Ÿ JEDDAH Ÿ LONDON Ÿ
LOS ANGELES Ÿ MADRID
MEXICO CITY
Ÿ MIAMI
Ÿ MILAN Ÿ
MOSCOW Ÿ MUNICH Ÿ NEW YORK Ÿ
PARIS Ÿ PERTH Ÿ PITTSBURGH Ÿ
RIYADH Ÿ SAN DIEGO
SAN FRANCISCO Ÿ
SÃO PAULO Ÿ SHANGHAI
Ÿ SILICON VALLEY Ÿ SINGAPORE
Ÿ SYDNEY
Ÿ TAIPEI
Ÿ TOKYO
Ÿ WASHINGTON
United States Securities and Exchange Commission
April 17, 2015
Page
2
of 17
JONES DAY
2.
We note that you intend to file by amendment certain exhibits, including the company’s organizational documents and the material agreements related to
the spin-off. We may have comments on these exhibits after they are filed. In addition, please tell us whether you intend to file these exhibits in final form prior to the effectiveness of the registration statement. In this regard, we note that
with few exceptions, these exhibits have been listed in the “Form of.”
Response: New B&W
acknowledges the Staff’s comment and undertakes to submit the remaining exhibits as promptly as possible. New B&W expects to enter into some of the agreements prior to the effectiveness of the Registration Statement and, therefore, will
file executed versions as exhibits prior to effectiveness. New B&W also intends to enter into some of the agreements closer to the distribution date. These agreements will continue to be listed as “form of” at the time of effectiveness
of the Registration Statement. The “form of” agreements that are filed as exhibits to the Registration Statement will be in substantially final form as of the effectiveness of the Registration Statement, and New B&W does not intend to
make any changes to such “form of” agreements after effectiveness that would be material. Following execution of the “form of” agreements, which is expected to occur on or before the distribution date, New B&W will file the
executed versions on a Current Report on Form 8-K.
3.
We note that you intend to provide significant additional information in an amendment to the registration statement on Form 10, including Security
Ownership of Certain Beneficial Owners and Management, information regarding composition of certain board committees and Description of Capital Stock. To the extent practicable, please include this information in the next amendment to the
registration statement on Form 10.
Response: New B&W acknowledges the Staff’s comment and undertakes to revise
the Registration Statement to include this information as promptly as possible.
Exhibit 99.1 Information Statement
General
4.
We note that certain terms of the spin-off transaction are not known at this time and that the information statement contains many blank spaces. Please
complete the blank portions of the information statement with your next amendment, or as soon as practicable. We may have further comment.
Response: New B&W acknowledges the Staff’s comment and undertakes to revise the Registration Statement to include this information as
promptly as possible.
United States Securities and Exchange Commission
April 17, 2015
Page
3
of 17
JONES DAY
Questions and Answers About the Spin-Off, page 1
How will fractional shares be treated in the spin-off?, page 2
Treatment of Fractional Shares, page 35
5.
Please advise as to whether the distribution agent, in its sole discretion, will determine when, how, and through which broker-dealers and at what price to
sell the aggregated fractional shares. Please also confirm that the distribution agent and the broker-dealers it uses are not affiliates of the company or Babcock & Wilcox Company.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that the distribution agent, in its sole discretion, will
determine when, how and through which broker-dealers and at what price to sell the aggregated fractional shares. New B&W also confirms that the distribution agent and the broker-dealers it will use are not affiliates of New B&W or of The
Babcock & Wilcox Company.
What are the U.S. federal income tax consequences . . .?, page 2
Material U.S. Federal Income Tax Consequences of the Spin-Off, page 38
6.
Please tell us whether you expect to receive the tax opinion prior to the effectiveness of the registration statement. If not, please advise how you intend
to notify your shareholders regarding this material aspect of the spin-off distribution, and whether the Board has any current intention to waive the tax opinion as a condition to the spin-off.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that the tax opinion is expected to be delivered after the
effectiveness of the Registration Statement and on or before the distribution date of the spin-off. In the event that the board of directors of The Babcock & Wilcox Company waives the tax opinion as a condition to the spin-off, The
Babcock & Wilcox Company intends to promptly issue a press release or other public announcement and file a Current Report on Form 8-K to report the event. New B&W is not aware of any current intention of the board of directors of The
Babcock & Wilcox Company to waive the tax opinion as a condition to the spin-off.
United States Securities and Exchange Commission
April 17, 2015
Page
4
of 17
JONES DAY
7.
Whether the disclosure in the registration statement serves as the tax opinion or whether you intend to file a “long-form” tax opinion as exhibit
8, the opinion must be stated clearly, unequivocally, and be consistent with the exhibit. To this end, please remove the disclosure in the first paragraph on page 39 that you will receive an “opinion from counsel substantially to the effect
that” and the language in the sentence above the bullets on page 39 that “assuming the spin-off and such related transactions meet the condition described above.” The conclusions in these sections should be expressed clearly as the
opinion of counsel.
Response: New B&W acknowledges the Staff’s comment and respectfully submits that it is
neither customary nor appropriate to include or file a tax opinion from counsel under these circumstances. In addition, we note that Item 601(b)(8) of Regulation S-K does not apply to registration statements on Form 10.
We believe that the material U.S. federal income tax consequences of the distribution, which the tax opinion will address, are thoroughly and
appropriately discussed in the Registration Statement.
8.
If this section serves as a tax opinion, please remove the disclosure that this section is for general information only.
Response: New B&W acknowledges the Staff’s comment and respectfully submits that the “Material U.S. Federal Income Tax Consequences
of the Spin-Off” section of the Registration Statement does not serve as a tax opinion.
What are the conditions to the spin-off?, page 3
9.
Please revise to briefly state here, with more detail later in the document, any known potential circumstances under which the distribution would be
abandoned.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that New B&W is not
aware of any circumstances under which the spin-off would be abandoned. New B&W has revised pages 3, 10 and 39 to include this disclosure. Should circumstances change regarding the conditions to the spin-off, New B&W will update this
disclosure.
Will New B&W incur any debt prior to or at the time of the spin-off?, page 3
10.
We note that the company intends to enter into a new revolving credit facility prior to or at the time of the spin-off. Please file such agreement as an
exhibit to the registration statement on Form 10.
Response: New B&W acknowledges the Staff’s comment and
undertakes to submit the credit agreement as an exhibit as promptly as possible. If New B&W enters into the credit agreement prior to the effectiveness of the Registration Statement, New B&W will file the credit agreement as an exhibit prior
to effectiveness. If New B&W enters into the credit agreement after effectiveness, New B&W will file the credit agreement as an exhibit to a Current Report on Form 8-K.
United States Securities and Exchange Commission
April 17, 2015
Page
5
of 17
JONES DAY
Risk Factors, page 13
We conduct a portion of our operations through joint venture entities, over which we may
have limited ability to influence, page 20
11.
Please disclose the percentage of your business conducted in this fashion.
Response: New B&W acknowledges the Staff’s comment and has revised page 20 to disclose the equity income generated by New B&W’s
joint ventures.
Our international operations are subject to political, economic and other uncertainties not generally encountered in our domestic
operations, page 22
12.
Please disclose the percentage of your revenue derived from international operations.
Response: New B&W acknowledges the Staff’s comment and has revised page 22 to disclose the percentage of New B&W’s revenue
derived from international operations.
We will be subject to continuing contingent liabilities of the Company following the spin-off, page 25
13.
Other than the tax matters described, please discuss the other significant areas in which you may become liable for the obligations of Babcock &
Wilcox Company.
Response: New B&W acknowledges the Staff’s comment and has revised page 25 to discuss the
other significant areas in which New B&W may become liable for the obligations of The Babcock & Wilcox Company.
The Spin-Off, page 32
General, page 32
14.
Please disclose how you calculated and determined the distribution amount.
Response: New B&W acknowledges the Staff’s comment and has revised page 32 to disclose how it will calculate and determine the
distribution amount.
United States Securities and Exchange Commission
April 17, 2015
Page
6
of 17
JONES DAY
Reasons for the Spin-Off, page 32
15.
Please discuss the background of the spin-off in greater detail, including the material legal and financial issues that led Babcock & Wilcox
Company’s board to approve the separation of the power generation business from Babcock & Wilcox Company’s remaining segments and recommend that the company be spun-off as a stand-alone public company.
Response: New B&W acknowledges the Staff’s comment and has revised pages 32 and 33 to discuss the background of the spin-off in greater
detail.
16.
Expand your disclosure, if practicable, to quantify the anticipated effect of the loss of synergies from operating as one company. We note for instance the
potential for higher borrowing costs and loss of joint purchasing power. Please also expand upon some of the negative factors listed on page 33 by providing additional context.
Response: New B&W acknowledges the Staff’s comment and has revised pages 34 and 35 to include additional disclosure regarding the
anticipated effect of the loss of synergies from operating as one company and the negative factors the board of directors of The Babcock & Wilcox Company considered.
Spin-Off Conditions and Terminations, page 38
17.
Please describe the progress to date towards the completion of regulatory review by the Nuclear Regulatory Commission.
Response: New B&W acknowledges the Staff’s comment and advises the Staff that on March 17, 2015, New B&W and The
Babcock & Wilcox Company received written confirmation from the Nuclear Regulatory Commission (“NRC”) that the proposed spin-off and related steps constitute neither a direct or indirect transfer of control of
any NRC license. Consequently, other than administrative matters relating to name change amendments, which do not involve any consent process by the NRC, the NRC regulatory review has been completed.
Capitalization, page 41
18.
Please clearly show in the notes to the capitalization table how you computed each pro forma amount, including a discussion of any significant assumptions
and estimates used to arrive at the amounts.
Response: New B&W acknowledges the Staff’s comment and has
revised page 42 to disclose that the pro forma adjustments to the parent/stockholder equity line item relate to the transfer of the Nuclear Energy segment that will occur prior to the distribution.
United States Securities and Exchange Commission
April 17, 2015
Page
7
of 17
JONES DAY
Management’s Discussion and Analysis, page 45
19.
In light of your 17% decrease in revenues from 2013 to 2014, please discuss any known material trends and uncertainties that will have, or are reasonably
likely to have, a material impact on your revenues or income or result in your liquidity decreasing or increasing in any material way. An overview discussion of such known material trends and uncertainties could assist in evaluating the likelihood
that past performance is indicative of future performance. For example, to the extent that any significant projects, including the completion of any significant projects, are reasonably expected to have a material impact on either your consolidated
or segment results of operations, please address in your discussion. In this regard, we note that a portion of the 33.8% decrease in the revenues of your Global Power segment is attributable to projects related to previously enacted environmental
rules and regulations nearing completion. Refer to Sections 501.01, 501.02 and 501.04 of the SEC’s Codification of Financial Reporting Policies, Item 303 of Regulation S-K,