Babcock & Wilcox Enterprises, Inc.BW
Babcock & Wilcox Enterprises, Inc. Debt Disclosure
DEBT AND CREDIT FACILITIES
Senior Notes Due 2026
The components of our Senior Notes due 2026 at December 31, 2025 are as follows:
| (in thousands) | 6.50% (1) | ||||
Senior Notes due 2026 | $ | 84,792 | |||
| Unamortized deferred financing costs | (919) | ||||
| Net debt balance | $ | 83,873 | |||
The components of our Senior Notes due 2026 at December 31, 2024 are as follows:
| Senior Notes | |||||||||||||||||
| (in thousands) | 8.125% (2) | 6.50% (1) | Total | ||||||||||||||
Senior Notes due 2026 | $ | 193,035 | $ | 151,440 | $ | 344,475 | |||||||||||
| Unamortized deferred financing costs | (1,659) | (2,757) | (4,416) | ||||||||||||||
| Unamortized premium | 168 | — | 168 | ||||||||||||||
| Net debt balance | $ | 191,544 | $ | 148,683 | $ | 340,227 | |||||||||||
(1) The 6.50% Senior Notes mature in December 2026 and is included in current liabilities in the Consolidated Balance Sheets at December 31, 2025 and noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2024. As of December 31, 2025 the 6.50% Senior Notes bear an effective interest rate of 7.6%.
(2) The 8.125% Senior Notes had a maturity date of February 2026, and were fully redeemed at December 31, 2025. $191.5 million is included in noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2024.
During the second quarter of 2025, $84.0 million aggregate principal amount of our 8.125% Senior Notes and $47.8 million aggregate principal amount of our 6.50% Senior Notes (collectively, the "Exchanged Notes") were repurchased and cancelled in connection with the privately negotiated exchange described below.
During the third quarter of 2025, we completed a cash tender offer for $8.3 million of our 8.125% Senior Notes and 6.50% Senior Notes. A gain of $1.7 million was recognized as part of this transaction and is included in Gain (loss) on debt extinguishment on the Consolidated Statement of Operations.
During the third quarter of 2025, $5.0 million of our 8.125% Senior Notes and $10.0 million of our 6.50% Senior Notes were exchanged for $15.0 million of our 8.75% Senior Notes.
During the fourth quarter of 2025 we completed the redemption of our 8.125% Senior Notes in the amount of $98.4 million, settling the debt obligation in full. We also repurchased $6.1 million of our 6.50% Senior Notes in the fourth quarter of 2025.
Senior Notes Due 2030
The components of our Senior Notes due 2030 at December 31, 2025 are as follows:
| (in thousands) | 8.75% (1) | ||||
Senior Notes due 2030 | $ | 129,473 | |||
| Unamortized deferred financing costs | (5,867) | ||||
Unamortized premium | 27,364 | ||||
| Net debt balance | $ | 150,970 | |||
(1) The 8.75% Senior Notes mature in June 2030 and is included in noncurrent liabilities in the Consolidated Balance Sheets at December 31, 2025. As of December 31, 2025 the 8.75% Senior Notes bear an effective interest rate of 4.6%.
In May 2025, we completed privately negotiated exchange transactions (the "Exchanges") in which we issued $100.7 million aggregate principal amount of newly-issued 8.75% Senior Secured Second Lien Notes due 2030 (the "Senior Secured Notes Due 2030") as consideration for the Exchanged Notes. The Senior Secured Notes Due 2030 are unconditionally guaranteed jointly and severally by all of our direct and indirect wholly-owned restricted subsidiaries, subject to certain excluded subsidiaries (collectively, the "Guarantors"). The Senior Secured Notes Due 2030 are secured by substantially all of our assets and the assets of the Guarantors. The security interests in our assets are subject to an intercreditor agreement pursuant to which the Senior Secured Notes Due 2030 are subordinated in right of payment and lien priority to the satisfaction in full of (i) the obligations and satisfaction of the liens under our Credit Agreement (described below), (ii) the obligations and lien under the junior secured promissory note with B. Riley and (iii) certain obligations secured by a lien in favor of the Pension Benefit Guaranty Corporation (a wholly owned United States government corporation and agency acting on behalf of the B&W Pension Plan (as defined below)) in connection with its waiver of required minimum contributions to the Retirement Plan for Employees of Babcock & Wilcox Commercial Operations (the "B&W Pension Plan").
The Senior Secured Notes Due 2030 accrue interest a rate of 8.75% per annum, payable semi-annually in arrears on June 30 and December 30, starting December 30, 2025, and mature on June 30, 2030.
Subject to the intercreditor arrangements discussed above, we may redeem the Senior Secured Notes Due 2030 at any time, on or after May 16, 2026, for cash, at a redemption price equal to 100% of the applicable principal amount being redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
The indenture governing the Senior Secured Notes Due 2030 contains certain affirmative and negative covenants that, among other things, limit our and our subsidiaries' ability to incur additional indebtedness or liens, and certain events of default, including with respect to a failure to make payments under the Senior Secured Notes Due 2030 and certain bankruptcy and insolvency events.
As a result of the Company's financial situation as a going concern entity at the time of refinancing, and the fact the creditors have granted concessions, the Exchanges were accounted for as a troubled debt restructuring. Therefore, the Company recognized the difference between the face value of the original 8.125% Senior Notes and 6.50% Senior Notes and the face value of the 8.75% Senior Notes as debt premium, which it amortizes using the effective interest method over the new 5-year term through May 2030.
During the year ended December 31, 2025, we made $13.8 million of in-kind contributions of our Senior Secured Notes Due 2030 to settle Company obligations.
Credit Agreement with Axos
We entered into the Credit Agreement in January 2024, with certain of our subsidiaries as guarantors, the lenders party thereto from time to time and Axos, as administrative agent, swingline lender and letter of credit issuer.
The Credit Agreement provides for an up to $150.0 million asset-based Credit Facility, including a $100.0 million letter of credit sublimit. Our obligations under the Credit Agreement are guaranteed by certain of our domestic and foreign subsidiaries. B. Riley originally provided a guaranty of payment with regard to our obligations under the Credit Agreement, however this guaranty is no longer in place (refer to Note 24 to the Consolidated Financial Statements which outlines that the guaranty was cancelled in February 2026 under the Tenth Amendment to the Credit Agreement - "the Tenth Amendment"). We used and expect to use the proceeds and letter of credit availability under the Credit Agreement to (i) provide for working capital needs, (ii) provide cash collateral to secure letters of credit to be issued under the Credit Agreement, and (iii) provide for general corporate purposes.
The Credit Agreement has a maturity date of January 18, 2028, provided that by November 30, 2026, the 6.50% Senior Notes have not been repaid, defeased, or otherwise satisfied in full or refinanced, or the maturity date has not otherwise been extended to a date on or after July 18, 2028, then November 30, 2026, as amended by the Tenth Amendment.
The interest rates applicable under the Credit Agreement are: (i) with respect to SOFR Loans, (a) SOFR plus 5.25% if the outstanding principal amount of loans is equal to or less than $100.0 million or (b) SOFR plus 4.00% if the outstanding principal amount of loans is greater than $100.0 million; (ii) with respect to Base Rate Loans, the greater of (a) the Federal Funds Rate plus 2.00% plus the Applicable Margin, (b) the prime rate as designated by Axos plus the Applicable Margin, and (c) Daily Simple SOFR plus 1.00% plus the Applicable Margin; and (iii) with respect to the default rate under the Credit Agreement, the then-existing interest rate plus 2.00%.
In connection with the Credit Agreement, we are required to pay (i) a commitment fee equal to 0.50% per annum multiplied by the positive difference by which the Aggregate Revolving Commitments exceed the Total Revolvings Outstanding (as defined in the Credit Agreement), subject to adjustment, (ii) a facility fee equal to the Applicable Margin for SOFR Loans multiplied by the positive difference by which the actual daily amount of L/C Obligations the Administrative Agent is then holding Specified Cash Collateral exceeds the actual daily Outstanding Amount of Revolving Loans, and (iii) a collateral monitoring fee of $1,000 per month. We are permitted to prepay all or any portion of the loans under the Credit Agreement prior to maturity subject to the payment of an early termination fee. The Credit Agreement requires mandatory prepayments under certain circumstances, including in the event of an overadvance.
The obligations under the Credit Agreement are secured by substantially all assets of B&W and each of the guarantors, in each case subject to intercreditor arrangements. The Credit Agreement contains certain representations and warranties, affirmative covenants, negative covenants and conditions that are customarily required for similar financings. The Credit Agreement requires us to comply with certain financial maintenance covenants, including a quarterly fixed charge coverage test, a quarterly total net leverage ratio test, a cash repatriation covenant, a minimum liquidity covenant, an annual cap on maintenance capital expenditures and a limit on unrestricted cash.
The Credit Agreement also contains customary events of default (subject, in certain instances, to specified grace periods) including, but not limited to, the failure to make payments of interest or premium, if any, on, or principal under the Credit Agreement, the failure to comply with certain covenants and agreements specified in the Credit Agreement, defaults in respect of certain other indebtedness, and certain events of insolvency. If any event of default occurs, Axos may declare the principal, premium, if any, interest and any other monetary obligations on all the then outstanding amounts under the Credit Agreement may become due and payable immediately. At December 31, 2025, after giving consideration to the Amendments to the Credit Agreement, we are in compliance with all financial and other covenants contained in the Credit Agreement.
The key terms of the Credit Agreement described above reflect the various amendments completed since the original Credit Agreement was entered into and reflect changes in the Company's capital structure, borrowing base, collateral requirements and financial covenant levels. These amendments addressed, among other items, (i) authorization of specified asset dispositions, (ii) adjustments to borrowing base components, including increases in inventory valuation percentages and changes to PBGC reserve requirements, (iii) temporary and permanent modifications to minimum liquidity thresholds, (iv) deferral or modification of certain covenant ratios, (v) add‑backs related to discontinued operations and capital expenditures for covenant calculations and (vi) updates to maturity provisions tied to the refinancing or repayment of other outstanding debt instruments.
On February 25, 2026, the Company with certain subsidiaries of the Company as guarantors, B. Riley, and the lenders party to the Credit Agreement with Axos, as administrative agent, entered into the Tenth Amendment to the Credit Agreement. Pursuant to the Tenth Amendment, Axos and the Lenders party to the Credit Agreement consented to amend certain provisions of the Credit Agreement to, among other things, (i) increase the amounts available to be borrowed based on inventory and receivables in the borrowing base under the Credit Agreement; (ii) extend the maturity date of the Credit Agreement to January 18, 2028; (iii) suspend the PBGC Reserve (provided that the PBGC Reserve shall be re-imposed in the amount of $3.0 million on January 1, 2027 unless the Company has provided evidence to Axos that the $3.0 million installment due to the PBGC on or prior to September 15, 2026 has been paid); (iv) modify the covenants relating to deposit account control agreements and institutions to allow for certain holdings in foreign currencies; and (v) release B. Riley as a specified guarantor thereunder (see Note 24 to the Consolidated Financial Statements).
At December 31, 2025, we had a total of $66.8 million outstanding on the Credit Agreement, which includes $0.0 million drawn on the revolving credit portion of the facility and $66.8 million drawn on the letter of credit portion. At December 31, 2025, cash collateralizing the letters of credit totaling $66.8 million is classified as Current restricted cash and Long-term restricted cash included in the Consolidated Balance Sheets. The weighted average interest rate on short-term obligations outstanding as of December 31, 2025 and 2024 was 9.1% and 9.5%, respectively.
Revolving and Letter of Credit Agreements
In June 2021, we entered into the Revolving Credit Agreement with PNC as administrative agent, and the Letter of Credit Agreement, pursuant to which PNC agreed to issue up to $110.0 million in letters of credit that were secured in part by cash collateral provided by MSD, as well the Reimbursement Agreement and the Debt Facilities. Our obligations under the Debt Facilities were guaranteed by certain of our existing and future domestic and foreign subsidiaries. B. Riley, a related party, provided a guaranty of payment with regard to our obligations under the Reimbursement Agreement. The Debt Facilities were effectively replaced by our Credit Agreement with Axos that began in January 2024. The Revolving Credit Agreement with PNC was terminated in connection with our entry into the Credit Agreement and we transitioned letters of credit outstanding under the Letter of Credit Agreement and Reimbursement Agreement to the Credit Agreement. All outstanding letters of credit were transitioned to the Credit Agreement by September 30, 2024, and the Letter of Credit Agreement and Reimbursement Agreement were terminated at that time. We recognized a loss on debt extinguishment of $7.3 million in the year ended December 31, 2024 related to the write-off of unamortized deferred financing fees and other costs incurred to exit the Debt Facilities.
A summary of usage of letters of credit under domestic facilities is as follows:
| December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Letters of credit under domestic facilities: | |||||||||||
| Performance letters of credit | $ | 45,236 | $ | 22,421 | |||||||
| Financial letters of credit | 14,365 | 18,550 | |||||||||
| Total outstanding | $ | 59,601 | $ | 40,971 | |||||||
| Backstopped letters of credit | $ | 7,194 | $ | 750 | |||||||
| Surety backstopped letters of credit | 16,452 | 15,742 | |||||||||
| Letters of credit subject to currency revaluation | 27,105 | 4,126 | |||||||||
Other Letters of credit, bank guarantees and surety bonds
Certain of our subsidiaries, that are primarily outside of the United States, have credit arrangements with various commercial banks and other financial institutions for the issuance of letters of credit and bank guarantees in association with contracting activity.
We have posted surety bonds to support contractual obligations to customers relating to certain contracts. We utilize bonding facilities to support such obligations, but the issuance of bonds under those facilities is typically at the surety's discretion.
These bonds generally indemnify customers should we fail to perform our obligations under our applicable contracts. We, and certain of our subsidiaries, have jointly executed general agreements of indemnity in favor of surety underwriters relating to surety bonds the underwriters issue in support of some of our contracting activity.
The following table provides a summary of outstanding letters of credit issued outside of the domestic facilities, and outstanding surety bonds:
| December 31, | |||||||||||
| (in thousands) | 2025 | 2024 | |||||||||
| Letters of credit under non-domestic facilities | $ | 6,545 | $ | 477 | |||||||
| Surety Bonds | 253,407 | 177,766 | |||||||||
Our ability to obtain and maintain sufficient capacity under our current Debt Facilities is essential to allow us to support the issuance of letters of credit, bank guarantees and surety bonds. Without sufficient capacity, our ability to support contract security requirements in the future will be diminished.
Other Loans Payable
As of December 31, 2025, we had loans payable of approximately $8.4 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions. The remaining future cash payments related to the sale-leaseback financing transactions for each year ending December 31 are as follows:
| (in thousands) | |||||
| 2026 | $ | 765 | |||
| 2027 | 782 | ||||
| 2028 | 800 | ||||
| 2029 | 818 | ||||
| 2030 | 836 | ||||
| Thereafter | 11,677 | ||||
| Total minimum liability requirements | 15,678 | ||||
| Imputed interest | (6,744) | ||||
| Total | $ | 8,934 | |||
As of December 31, 2024, we had loans payable of approximately $9.3 million, net of debt issuance costs of $0.5 million, related to sale-leaseback financing transactions.
During the year ended December 31, 2025, we received a payment of $5.0 million from the State of West Virginia relating to our BrightLoop™ project which is considered a forgivable loan. The loan will be forgiven in full when certain employment and capital expenditure milestones are met during the course of project.
Interest expense in the Consolidated Financial Statements consisted of the following components:
| Year ended December 31, | |||||||||||||||||
| (in thousands) | 2025 | 2024 | 2023 | ||||||||||||||
| Components associated with borrowings from: | |||||||||||||||||
Senior Notes due 2026 | $ | 16,961 | $ | 25,512 | $ | 25,601 | |||||||||||
Senior Notes due 2030 | 6,729 | — | — | ||||||||||||||
| Revolving Credit Agreement | 2,961 | 4,892 | 1,494 | ||||||||||||||
| 26,651 | 30,404 | 27,095 | |||||||||||||||
| Components associated with amortization or accretion of: | |||||||||||||||||
| Revolving Credit Agreement | 4,585 | 6,149 | 4,643 | ||||||||||||||
Senior Notes due 2026 | 2,035 | 2,606 | 2,525 | ||||||||||||||
Senior Notes due 2030 | (3,075) | — | — | ||||||||||||||
| 3,545 | 8,755 | 7,168 | |||||||||||||||
| Components associated with interest from: | |||||||||||||||||
| Lease liabilities | 2,427 | 2,037 | 2,813 | ||||||||||||||
| Letter of Credit interest and fees | 4,498 | 3,942 | 3,519 | ||||||||||||||
| Other interest expense | 1,018 | 1,007 | 1,966 | ||||||||||||||
Capitalized interest | (607) | — | — | ||||||||||||||
| 7,336 | 6,986 | 8,298 | |||||||||||||||
| Total interest expense | $ | 37,532 | $ | 46,145 | $ | 42,561 | |||||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Mar 15, 2024 | |
| 2022 | Mar 16, 2023 | |
| 2021 | Mar 8, 2022 | |
| 2020 | Mar 8, 2021 | |
| 2019 | Mar 30, 2020 | |
| 2018 | Apr 2, 2019 | |
About Debt Disclosures
Debt disclosures detail a company's borrowing structure — the types of instruments, interest rates, maturity schedule, and covenant restrictions that define its financial obligations and flexibility. This section is essential for assessing refinancing risk, interest rate exposure, and the margin of safety against financial distress.
Key signals: the maturity schedule reveals concentration risk — large maturities within 1-2 years during tight credit markets can force dilutive refinancing or asset sales. Compare the fair value of debt against carrying amount to gauge whether the market views the company's credit risk differently than the balance sheet suggests. Watch covenant compliance disclosures for tightening cushions, especially leverage and interest coverage ratios. Variable-rate debt exposure quantifies sensitivity to interest rate changes. Secured versus unsecured mix affects recovery rates and future borrowing capacity. Compare net debt-to-EBITDA against industry peers and covenant limits to assess financial health.