0000909518-14-000170.txt : 20140501 0000909518-14-000170.hdr.sgml : 20140501 20140501141613 ACCESSION NUMBER: 0000909518-14-000170 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140501 DATE AS OF CHANGE: 20140501 GROUP MEMBERS: BLUE HARBOUR GROUP LP GROUP MEMBERS: BLUE HARBOUR HOLDINGS LLC GROUP MEMBERS: CLIFTON S. ROBBINS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Babcock & Wilcox Co CENTRAL INDEX KEY: 0001486957 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 800558025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-85605 FILM NUMBER: 14804054 BUSINESS ADDRESS: STREET 1: 13024 BALLANTYNE CORPORATE PLACE STREET 2: SUITE 700 CITY: CHARLOTTE STATE: NC ZIP: 28277 BUSINESS PHONE: 434-522-6800 MAIL ADDRESS: STREET 1: 13024 BALLANTYNE CORPORATE PLACE STREET 2: SUITE 700 CITY: CHARLOTTE STATE: NC ZIP: 28277 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Blue Harbour Group, L.P. CENTRAL INDEX KEY: 0001325256 IRS NUMBER: 562457376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-422-6560 MAIL ADDRESS: STREET 1: 646 STEAMBOAT RD. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Blue Harbour Group, LP DATE OF NAME CHANGE: 20050427 SC 13D 1 mm05-0114babcock_sc13d.htm SCHEDULE 13D mm05-0114babcock_sc13d.htm
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.  20549

 
SCHEDULE 13D
Under the Securities Exchange Act of 1934

 

 
THE BABCOCK & WILCOX COMPANY
(Name of Issuer)
 
 
COMMON STOCK, $0.01 PAR VALUE
(Title of class of securities)
 
 
05615F102
(CUSIP number)
 
 
Robb A. LeMasters
Blue Harbour Group, LP
646 Steamboat Road
Greenwich, Connecticut 06830
(203) 422-6540
(Name, address and telephone number of person authorized to receive notices and communications)
 
 
APRIL 21, 2014
(Date of event which requires filing of this statement)

 
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ].
 

 




 
 
 
 

 
 
CUSIP No. 05615F102
13D
Page 2
 


1
 
NAME OF REPORTING PERSON:
Blue Harbour Group, LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3
 
SEC USE ONLY
4
 
SOURCE OF FUNDS:
WC
5
 
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                                                        [  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
SOLE VOTING POWER:
 0
  
8
 
SHARED VOTING POWER:
6,624,734
9
 
SOLE DISPOSITIVE POWER:
 0
10
 
SHARED DISPOSITIVE POWER:
6,624,734
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,624,734
  
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.0%
  
14
 
TYPE OF REPORTING PERSON:
PN
  





 
 
 
 

 
CUSIP No. 05615F102
13D
Page 3


1
 
NAME OF REPORTING PERSON:
Blue Harbour Holdings, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3
 
SEC USE ONLY
4
 
SOURCE OF FUNDS:
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
Delaware
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
SOLE VOTING POWER:
0
  
8
 
SHARED VOTING POWER:
6,624,734
9
 
SOLE DISPOSITIVE POWER:
0
10
 
SHARED DISPOSITIVE POWER:
6,624,734
44,734
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,624,734
  
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.0%
  
14
 
TYPE OF REPORTING PERSON:
OO
  

 

 



 
 
 
 

 
CUSIP No. 05615F102
13D
Page 4


1
 
NAME OF REPORTING PERSON:
Clifton S. Robbins
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)  [   ]
(b)  [X]
3
 
SEC USE ONLY
4
 
SOURCE OF FUNDS:
N/A
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM
2(d) OR 2(e): [  ]
6
 
CITIZENSHIP OR PLACE OF ORGANIZATION:
United States of America
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
7
 
SOLE VOTING POWER:
0
  
8
 
SHARED VOTING POWER:
6,624,734
9
 
SOLE DISPOSITIVE POWER:
0
10
 
SHARED DISPOSITIVE POWER:
6,624,734
11
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,624,734
  
12
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:
  
[  ]
13
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
6.0%
  
14
 
TYPE OF REPORTING PERSON:
IN
  

 

 

 
 
 

 
ITEM 1.  SECURITY AND ISSUER
 
The title and class of equity security to which this Statement on Schedule 13D relates is the common stock, par value $0.01 per share (“Common Stock”), of The Babcock & Wilcox Company, a Delaware corporation (the “Company”).  The address of the Company’s principal executive offices is 13024 Ballantyne Corporate Place, Suite 700, Charlotte, North Carolina 28277.
 
ITEM 2.  IDENTITY AND BACKGROUND.
 
This Statement on Schedule 13D is being filed by and on behalf of Blue Harbour Group, LP, a Delaware limited partnership (“Manager”), Blue Harbour Holdings, LLC, a Delaware limited liability company (“Manager GP”), and Clifton S. Robbins, a citizen of the United States of America (“Mr. Robbins”).  Manager, Manager GP and Mr. Robbins are herein sometimes referred to each as a “Reporting Person” and collectively as the “Reporting Persons.”
 
The address of the principal office of Manager and Manager GP is 646 Steamboat Road, Greenwich, Connecticut 06830, and Mr. Robbins’ business address is c/o Manager at the foregoing address.  Mr. Robbins is the Chief Executive Officer of Manager.
 
Manager is principally involved in the business of providing investment advisory and investment management services.  Manager GP is principally involved in the business of serving as the general partner of Manager.
 
During the last five years, none of the Reporting Persons nor, to the best of their knowledge, any of their officers and directors, has (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
The 6,624,734 shares of Common Stock reported herein by the Reporting Persons were acquired by the Manager, for an aggregate purchase price of approximately $222,422,314 (excluding brokerage commissions).  The shares of Common Stock that are reported on this Statement on Schedule 13D were acquired with working capital of the Manager, which at any given time may include funds borrowed on margin in the ordinary course and on customary terms.
 
ITEM 4.  PURPOSE OF TRANSACTION.
 
The Reporting Persons have acquired the Company’s Common Stock for investment purposes, and such purchases have been made in the Reporting Persons’ ordinary course of business.
 
In pursuing such investment purposes, the Reporting Persons may further purchase, hold, vote, trade, dispose or otherwise deal in the securities of the Company at times, and in such manner, as they deem advisable to benefit from changes in market prices of such securities, changes in the Company’s operations, business strategy or prospects, or from a sale or merger of the Company.
 
 
 
 
5
 
 
 
 
To evaluate such alternatives, the Reporting Persons will routinely monitor the Company’s operations, prospects, business development, management, competitive and strategic matters, capital structure, and prevailing market conditions, as well as alternative investment opportunities, liquidity requirements of the Reporting Persons and other investment considerations.
 
Consistent with its investment research process, the Reporting Persons have engaged and may continue to engage in communications regarding such matters with members of management and the Board of Directors of the Company, other current or prospective shareholders, industry analysts, existing or potential strategic partners or competitors, investment and financing professionals, sources of credit and other investors. Such factors and discussions may materially affect, and result in, the Reporting Persons modifying their ownership of securities of the Company, exchanging information with the Company pursuant to appropriate confidentiality or similar agreements, proposing changes in the Company’s operations, governance or capitalization, or in proposing one or more of the other actions described in subsections (a) through (j) of Item 4 of Schedule 13D.
 
The Reporting Persons reserve the right to formulate other plans and/or make other proposals, and take such actions with respect to their investment in the Company, including any or all of the actions set forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or acquire additional securities of the Company or dispose of all the securities of the Company beneficially owned by them, in public market or privately negotiated transactions. The Reporting Persons may at any time reconsider and change their plans or proposals relating to the foregoing.
 
Mr. Robbins presented the Company at the Active-Passive Investor Summit on April 22, 2014.
 
ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER.
 
(a) – (b) The responses of the Reporting Persons to Rows (7) through (13) of the cover pages of this Statement on Schedule 13D are incorporated herein by reference.  As of the date of this Statement the Reporting Persons beneficially own an aggregate of  6,624,734  shares of Common Stock, which shares of Common Stock may be deemed to be beneficially owned by each of the Manager, Manager GP, and Mr. Robbins, and which represent approximately 6.0% of the outstanding shares of Common Stock.  All percentages set forth in this paragraph are based on 110,500,510 shares of Common Stock outstanding as of March 20, 2014, as set forth in the Company’s definitive proxy statement filed on Schedule 14A with the Securities and Exchange Commission on March 28, 2014.
 
For purposes of disclosing the number of shares beneficially owned by each of the Reporting Persons, Manager, Manager GP and Mr. Robbins may be deemed to own beneficially (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934) all shares of Common Stock that are owned beneficially and directly by the Reporting Persons.  Each of Manager, Manager GP and Mr. Robbins disclaims beneficial ownership of such shares for all other purposes.
 
(c)              Except as set forth above or in the attached Schedule I, no Reporting Person has effected any transaction in shares of Common Stock during the sixty (60) days preceding the date of this Statement.
 
(d)              Not applicable.
 
(e)              Not applicable.
 
 
 
 
 
6
 
 
 
ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
 
Except as set forth herein, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any other person with respect to the Common Stock.
 
ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.

EXHIBIT 1
Agreement as to Joint Filing of Schedule 13D, dated May 1, 2014, by and among Manager, Manager GP and Mr. Robbins
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 
 
7
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: May 1, 2014

  BLUE HARBOUR GROUP, LP  
         
  By:   Blue Harbour Holdings, LLC, its general partner  
         
   
By:
/s/ Clifton S. Robbins  
      Name: Clifton S. Robbins  
      Title: Managing Member  
         
         
  BLUE HARBOUR HOLDINGS, LLC  
         
   
By:
/s/ Clifton S. Robbins  
      Name: Clifton S. Robbins  
      Title: Managing Member  
         
         
 
By:
/s/ Clifton S. Robbins  
    Clifton S. Robbins  

 
 
 
 
 
 
 
 
 
 

 
8
 

 
Schedule I
 
Transactions in Shares of Common Stock by Reporting Persons

Reporting Person
Date
Transaction
Number of
Shares of
Common Stock
Price Per Share*
Manager
3/3/2014
Purchase
17,000
32.65
Manager
3/4/2014
Purchase
225,000
33.13
Manager
3/5/2014
Purchase
216,484
33.09
Manager
3/6/2014
Purchase
146,702
33.04
Manager
3/7/2014
Purchase
800
33.10
Manager
3/10/2014
Purchase
127,300
33.40
Manager
3/11/2014
Purchase
131,200
33.12
Manager
3/12/2014
Purchase
93,294
32.92
Manager
3/17/2014
Purchase
115,500
32.99
Manager
3/20/2014
Purchase
140,000
32.65
Manager
3/21/2014
Purchase
281,260
32.80
Manager
3/24/2014
Purchase
150,000
32.85
Manager
3/25/2014
Purchase
50,000
32.78
Manager
3/26/2014
Purchase
52,250
32.80
Manager
3/27/2014
Purchase
97,750
32.78
Manager
3/31/2014
Purchase
30,000
32.80
Manager
4/7/2014
Purchase
256,900
33.85
Manager
4/21/2014
Purchase
115,000
33.87
Manager
4/24/2014
Purchase
278,600
33.80
Manager
4/25/2014
Purchase
11,400
33.79
Manager
4/28/2014
Purchase
551,400
33.96
Manager
4/29/2014
Purchase
18,600
33.99
Manager
  5/1/2014 Purchase  180,000 35.42

* The number of securities reported represents an aggregate number of shares executed by a broker-dealer in multiple open market transactions over a range of prices.  The price per share reported represents the weighted average price (without regard to brokerage commissions).  The applicable Reporting Person undertakes to provide the staff of the SEC upon request, the number of shares executed by such Reporting Person at each separate price within the range.
 
 
 
9
 EX-99 2 mm05-0114babcock_sc13de991.htm EX.1 - JOINT FILING AGREEMENT mm05-0114babcock_sc13de991.htm
Exhibit 1
 
AGREEMENT AS TO JOINT FILING OF SCHEDULE 13D

Dated May 1, 2014

The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that it knows or has reason to believe that such information is inaccurate.

This Agreement may be executed in counterparts and each of such counterparts taken together shall constitute one and the same instrument.
 

  BLUE HARBOUR GROUP, LP  
         
  By:   Blue Harbour Holdings, LLC, its general partner  
         
 
By:
/s/ Clifton S. Robbins  
      Name: Clifton S. Robbins  
      Title: Managing Member  
         
         
  BLUE HARBOUR HOLDINGS, LLC  
         
 
By:
/s/ Clifton S. Robbins  
      Name: Clifton S. Robbins  
      Title: Managing Member  
         
         
By:
/s/ Clifton S. Robbins  
    Clifton S. Robbins