8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 10, 2018

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	001-36876	47-2783641
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13024 BALLANTYNE CORPORATE PLACE, SUITE 700 CHARLOTTE, NORTH CAROLINA	28277
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code: (704) 625-4900

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 2.02 Results of Operations and Financial Condition.

Babcock & Wilcox Enterprises, Inc. (the “Company”) is currently in the process of finalizing its financial results for the three months ended March 31, 2018. On April 10, 2018, the Company issued a press release announcing, among other things, information regarding performance through first quarter of 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 10, 2018, the Company announced that Jenny L. Apker will retire as Senior Vice President and Chief Financial Officer of the Company, effective as of June 1, 2018, for health-related reasons. The retirement of Ms. Apker was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Ms. Apker will remain employed by the Company as a non-executive employee through August 31, 2018 to assist with the Company’s transition to a new Chief Financial Officer.

On April 10, 2018, the Company also announced that the Board of Directors (the “Board”) of the Company has appointed Joel K. Mostrom as the interim Chief Financial Officer of the Company, effective as of June 1, 2018 or such earlier date that Ms. Apker ceases to serve as the Chief Financial Officer of the Company.

Mr. Mostrom, age 61, has served as a Senior Director with Alvarez & Marsal North America, LLC, a global professional services firm (“Alvarez & Marsal”), since September 2009. Pursuant to an existing professional services agreement between the Company and Alvarez & Marsal, Mr. Mostrom will continue to receive his salary and benefits from Alvarez & Marsal. In connection with the appointment of Mr. Mostrom as interim Chief Financial Officer of the Company, the Company expects to pay Alvarez & Marsal an additional $130,000 per month under the professional services agreement.

Except as described above, there are no arrangements or understandings between Mr. Mostrom and any other persons pursuant to which Mr. Mostrom was named interim Chief Financial Officer of the Company. Mr. Mostrom does not have any family relationship with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer. Mr. Mostrom does not have any direct or indirect material interest in any transaction or proposed transaction required to be reported under Item 404(a) of Regulation S-K.

Item 8.01 Other Events.

On April 10, 2018, the Company announced that it is extending the expiration date and amending certain other terms regarding the Company’s previously announced rights offering (“Rights Offering”), which commenced on March 19, 2018. Pursuant to the Rights Offering, the Company distributed one nontransferable subscription right (a “Right”) to purchase additional shares of common stock, par value $0.01 per share (the “Common Shares”), for each Common Share held as of 5:00 p.m., New York City time, on March 15, 2018 (the “Rights Distribution Record Date”).

Each Right now entitles holders to purchase 2.8Common Shares at a price of $2.00 per share. The Rights may be exercised at any time during the subscription period, and the Rights will now expire if they are not exercised by 5:00 p.m., New York City time, on April 30, 2018, unless the Company further extends the Rights Offering. The Company expects to mail revised subscription certificates evidencing the Rights and a copy of the prospectus supplement for the Rights Offering to shareholders as of the Rights Distribution Record Date beginning on or about April 11, 2018.

On April 10, 2018, the Company issued a press release announcing updates to its 2018 guidance, as well as additional information regarding performance through first quarter of 2018. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. On April 10, 2018, the Company also issued a press release regarding the amended terms of the Rights Offering, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The Rights Offering will be made only by means of a prospectus supplement, copies of which will be mailed to all eligible record date shareholders and can be accessed through the Securities and Exchange Commission’s website at www.sec.gov. A copy of the prospectus supplement may also be obtained from the information agent, D.F. King & Co., Inc., toll free at (800) 283-3192 or via email at bw@dfking.com. Additional

information regarding the rights offering is set forth in the Company’s prospectus supplement filed with the Securities and Exchange Commission.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit	Description
99.1	Press Release Regarding Recent Developments and Revised 2018 Outlook
99.2	Press Release Regarding Amendments to Rights Offering

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	BABCOCK & WILCOX ENTERPRISES, INC.
April 10, 2018	By:	/s/ J. André Hall
		J. André Hall
		Senior Vice President, General Counsel and Corporate Secretary

EX-99.1

Exhibit 99.1

News Release

B&W Provides Update and Amends Rights Offering

(CHARLOTTE, N.C. — April 10, 2018) — Babcock & Wilcox Enterprises, Inc. (B&W) (NYSE: BW) today provided an investor update, and announced that it amended the terms of and extended the expiration date for its pending common stock rights offering.

Rights Offering

B&W has amended its rights offering to:

• Increase its size to $248 million;

• Lower the per share subscription price from $3.00 to $2.00;

• Increase the number of shares issuable per right to 2.8 from 1.4; and

• Extend the expiration date from April 10, 2018 to April 30, 2018.

Vintage Capital Management LLC has agreed to increase its backstop of the rights to $245 million.

Further details regarding the revisions to the rights offering can be found in the additional press release that B&W published today.

Personnel Changes

Effective March 21, 2018, the Company appointed Robert M. Caruso, a Managing Director of Alvarez & Marsal North America, LLC, to serve as Chief Implementation Officer, reporting directly to B&W’s board of directors. Mr. Caruso will work in tandem with B&W’s Chief Executive Officer, Leslie C. Kass, and his duties include assisting management in reviewing strategic options, developing the five-year business plan, identifying opportunities for cost savings initiatives, evaluating B&W’s cash flow forecast, and analyzing uses of working capital.

Jenny L. Apker, B&W’s Chief Financial Officer, has informed B&W that she will retire as CFO on June 1, 2018 for health-related reasons. Ms. Apker is expected to continue to work with B&W as a non-executive employee until August 31, 2018 to assist in the CFO transition. Joel K. Mostrom, a Senior Director of Alvarez & Marsal North America, LLC, will assume the role of interim CFO on June 1, 2018. B&W expects to begin a search for a permanent CFO in the second half of this year.

First Quarter Update and 2018 Outlook

As B&W has worked to progress its Renewable energy projects in Europe, management, with review from the Chief Implementation Officer, preliminarily identified approximately $51 million of additional estimated costs to complete the projects. The largest portion of the additional estimated costs are related to the project with the previously announced steel beam failure.

The status of B&W’s six Renewable energy projects as of March 31, 2018 is as follows:

• The first project, a waste-to-energy plant in Denmark, is estimated to be 97% complete and is targeted to be completed by mid-2018

• The second project, a biomass plant in the United Kingdom, is estimated to be 86% complete and is targeted to be completed by mid-2018

• The third project, a biomass plant in Denmark, is estimated to be 98% complete and is targeted to be completed by mid-2018

• The fourth project, a biomass plant in the United Kingdom, is estimated to be 88% complete and is targeted to be completed by mid-2018

• The fifth project, a biomass plant in the United Kingdom, is estimated to be 61% complete and is targeted to be completed by late 2018

• The sixth project, a waste-to-energy plant in the United Kingdom, is estimated to be 81% complete and is targeted to be completed by the second half of 2018

B&W intends to seek not only insurance recoveries, but also plans to seek additional relief from its customers and will pursue other claims where appropriate and available. There can be no assurance as to recovery amounts that B&W may realize. The $51million of additional renewable project costs do not take into account any potential recoveries to mitigate these losses.

In B&W’s Power and Industrial segments, performance through first quarter 2018 has been largely as anticipated, and B&W is reiterating its previous guidance for these segments:

• Power: revenue down 5% to flat compared to 2017; gross margin approximately 20%

• Industrial: revenue up 14% to 19% compared to 2017; gross margin approaching 20%

Given the additional costs discussed above, B&W is withdrawing its 2018 guidance for the Renewable segment and is updating its 2018 consolidated adjusted EBITDA guidance to a range of $20 million to $40 million. Beginning with the release of its first quarter 2018 results, the Company will provide segment level EBITDA that will allow investors to better assess segment performance.

As of March 31, 2018, B&W had estimated cash and cash equivalents, net of restricted cash, of $37 million and $177 million outstanding under its revolving credit facilities. Upon completion of the rights offering, B&W expects its cash and cash equivalents, cash flows from operations, proceeds from asset sales and its borrowing capacity under the bank credit facility will be sufficient to meet its liquidity needs for at least the next 12 months.

Strategic Alternatives

B&W continues to make progress with the possible divestitures of its MEGTEC and Universal businesses. In addition, the Company continues to evaluate potential options regarding non-core assets.

Amendment with First-Lien Lenders

On April 10, 2018, B&W and its first-lien lenders entered into an amendment and waiver of its revolving credit facility to provide B&W additional time to complete the amended rights offering, to continue to permit access to the revolving line of credit to meet liquidity needs and to waive covenant violations in first quarter and amend future covenants. Additional information regarding the amendment and waiver will be included in a subsequent Form 8-K that will be filed with the SEC later this week.

Forward-Looking Statements

The financial data for the quarter ended March 31, 2018 included in this release is preliminary and subject to change as the Company closes its books and prepares its financial statements for the quarter ended March 31, 2018, and actual results for may differ materially.

Additionally, B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to our strategic objectives; our business execution model; management’s expectations regarding the industries in which we operate; our guidance and forecasts; our projected operating margin improvements, savings and restructuring costs; covenant compliance; potential charges; and project execution. These forward-looking statements and the consequences of certain of these matters are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, our actual results for the quarter ended March 31, 2018, which are subject to change in connection with the process of closing the books and finalizing the financial statements for such period; our ability to successfully complete our rights offering and repay our second-lien term loan; our ability to maintain sufficient sources of liquidity to fund our operations, including sufficient bonding and surety capacity to meet customer requirements; our ability to realize anticipated savings and operational benefits from our restructuring plans and other cost-savings initiatives; our ability to successfully capitalize on the strategic alternative evaluation of our MEGTEC and Universal business lines as well as certain non-core and other assets; our ability to mitigate the losses incurred in connection with our portfolio of renewable energy contracts, including our ability to recover from our insurers, obtain relief from customers or recover from our subcontractors; our ability to successfully integrate and realize the expected synergies from acquisitions; our ability to realize the benefits of expected cross-selling opportunities from acquisitions; our ability to successfully address productivity and schedule issues in our Renewable segment, including our efforts to enhance its resources and infrastructure and the ability to complete our Renewable energy projects within the expected timeframe and at the estimated costs; the actual cost impacts of the matters identified in this release on the renewable energy projects, including the amount of any recovery from third parties; timely completion of engineering work; productivity of subcontractors; timely completion of engineering work; productivity of subcontractors; our ability to successfully refine our the execution model of our Renewable segment; our ability to meet performance guarantees; our ability to successfully partner with third parties to win and execute renewable projects; changes in the jurisdictional mix of our income and losses; disruptions experienced with customers and suppliers; claims by third parties; the inability to retain key personnel; adverse changes in the industries in which we operate; and delays, changes or termination of contracts in backlog. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see B&W’s filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. B&W cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

Non-GAAP Financial Measures

B&W has provided full year adjusted EBITDA guidance of $20 million to $40 million. It is not possible for B&W to identify the amount or significance of future adjustments associated with potential mark to market adjustments to our pension and other postretirement benefit plan liabilities or other non-routine costs that we adjust in our presentation of adjusted EBITDA. These items are dependent on future events and/or market inputs that are not reasonably estimable at this time. Accordingly, B&W is unable to reconcile without unreasonable effort its forecasted range of adjusted EBITDA for the full year to a comparable GAAP range. However, items excluded from adjusted EBITDA guidance include the historical adjustments previously disclosed such as interest, income taxes, depreciation, amortization, restructuring and spin costs, acquisition and integration costs, financial advisory services, gains or losses on asset sales, including any related expenses, goodwill and other asset impairments, litigation settlements and mark-to-market adjustments of pension and other postretirement benefit plan liabilities. B&W’s full-year adjusted EBITDA guidance also excludes the following estimable adjusting items: spin and restructuring costs of approximately $8.2 million, financial advisory services costs of approximately $9.4 million, the gain on the sale of BWBC (a former Chinese joint venture) of $4.5 million, and additional acquisition integration costs of less than $1 million.

About B&W

Headquartered in Charlotte, N.C., Babcock & Wilcox is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow us on Twitter @BabcockWilcox and learn more at www.babcock.com.

# # #

Investor Contact:         Media Contact:

Chase Jacobson          Ryan Cornell            

Vice President, Investor Relations Public Relations

Babcock & Wilcox         Babcock & Wilcox

704.625.4944 | investors@babcock.com 330.860.1345 | rscornell@babcock.com

EX-99.2

Exhibit 99.2

News Release

B&W Amends Rights Offering

(CHARLOTTE, N.C. - April 10, 2018) - Babcock & Wilcox Enterprises, Inc. (“B&W”) (NYSE: BW) announced today that it is extending the expiration date and amending other terms of its previously announced rights offering, which commenced on March 19, 2018. Pursuant to the rights offering, B&W distributed one nontransferable subscription right to purchase additional common shares for each common share held as of 5:00 p.m., New York City time, on March 15, 2018 (the “Rights Distribution Record Date”). The Rights Distribution Record Date is not being amended.

As amended, each right now entitles holders to purchase 2.8common shares at a subscription price of $2.00 per share; under the previous terms, each right entitled holders to purchase 1.4 common shares at a price of $3.00 per share. B&W will not issue any fractional shares in the amended rights offering and exercises of rights will be rounded down to the nearest whole common share.

Rights may be exercised at any time during the subscription period, which commenced on March 19, 2018 and will now expire at 5:00 p.m., New York City time, on April 30, 2018, unless B&W further extends the subscription period. Holders of rights who previously exercised their rights must complete and submit a new rights certificate in order to participate in the amended rights offering. Any amounts previously submitted by such holders to cover the applicable subscription price will be promptly returned. Holders who exercise their rights to participate in the amended rights offering may revoke their election to exercise their rights at any time on or before 5:00 p.m., New York City time, on April 27, 2018.

B&W now expects to issue 124.3million common shares in the amended rights offering, including any shares issued to Vintage Capital Management, LLC, currently a 14.9% shareholder of B&W (“Vintage”), as backstop purchaser. Proceeds from the amended rights offering will be used to repay all amounts owed under B&W’s second-lien term loan and for working capital purposes.

B&W will mail new subscription certificates evidencing the rights and a copy of the prospectus supplement describing the terms of the amended rights offering to shareholders as of the Rights Distribution Record Date and will file these materials with the Securities and Exchange Commission (the “SEC”). These materials will be available on B&W’s investor relations website at www.investors.babcock.com, and on the SEC’s website, www.sec.gov. These materials will also be available in a form that may be downloaded together with instructions for shareholders that beneficially own shares in street name in brokerage or other accounts.

B&W reserves the right, in its sole discretion, to further amend or terminate the amended rights offering at any time prior to its expiration date.

Neither B&W nor B&W’s Board of Directors has made any recommendation as to whether shareholders should exercise rights in the amended rights offering, although directors and executive officers may exercise their rights in their individual capacities. Shareholders are urged to carefully review the revised subscription materials B&W will provide and consult with their own legal and financial advisors in deciding whether or not to exercise their rights. The rights are nontransferable. As such, shareholders are not able to sell their rights if they do not wish to exercise them. Oversubscription rights are not available

for shareholders desiring to purchase additional common shares. As previously disclosed, Vintage will serve as a backstop purchaser for the amended rights offering, but will not be paid a fee for so doing.

Substantially simultaneously with this release, B&W published a separate release updating its prior disclosures. This release will also be filed with the SEC on Form 8-K and will be available on B&W’s investor relations website. Rights holders are urged to consider these matters, trading prices for B&W shares and other information relevant to an investment in B&W before deciding whether or not to exercise rights in the amended rights offering.

The Audit and Finance Committee of the Board of Directors of B&W determined that the delay that would result from obtaining shareholder approval prior to the completion of the amended rights offering would seriously jeopardize the financial viability of B&W. Because of that determination, the Audit and Finance Committee, pursuant to an exception provided in the New York Stock Exchange’s (the “NYSE”) shareholder approval policy for such a situation, approved the transaction and B&W's reliance on the NYSE financial viability exception.

A registration statement relating to these securities has been filed with the SEC and is effective. The information in this press release is not complete and is subject to change. This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities, nor shall there be any offer, solicitation or sale of the securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful under the securities laws of such state or jurisdiction. The amended rights offering will be made only by means of a prospectus supplement, copies of which will be mailed to all eligible record date shareholders and can be accessed through the SEC’s website at www.sec.gov. A copy of the prospectus supplement may also be obtained from the information agent, D.F. King & Co., Inc., toll free at (800) 283-3192, or email at bw@dfking.com. Additional information regarding the amended rights offering is set forth in B&W’s prospectus supplement filed with the SEC.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements. You should not place undue reliance on these statements. Statements that include the words "expect," "intend," "plan," "believe," "project," "forecast," "estimate," "may," "should," "anticipate" and similar statements of a future or forward-looking nature identify forward-looking statements. These forward-looking statements address matters that involve risks and uncertainties and include statements that reflect the current views of our senior management with respect to our financial performance and future events with respect to our business and industry in general. There are or will be important factors that could cause our actual results to differ materially from those indicated in these statements. If one or more events related to these or other risks or uncertainties materialize, or if our underlying assumptions prove to be incorrect, actual results may differ materially from what we anticipate. Differences between actual results and any future performance suggested in our forward-looking statements could result from a variety of factors, including the following: our ability to continue as a going concern; our ability to obtain and maintain sufficient financing to provide liquidity to meet our business objectives, surety bonds, letters of credit and similar financing, and to successfully complete our amended rights offering and repay our second-lien term loan, or otherwise; the highly competitive nature of our businesses; general economic and business conditions, including changes in interest rates and currency exchange rates; general developments in the industries in which we are involved; cancellations of and adjustments to backlog and the resulting impact from using backlog as an indicator of future earnings; our ability to perform contracts on time and on budget, in accordance with

the schedules and terms established by the applicable contracts with customers; failure by third-party subcontractors or suppliers to perform their obligations on time and as specified; our ability to realize anticipated savings and operational benefits from our restructuring plans and other cost-savings initiatives; our ability to successfully integrate and realize the expected synergies from acquisitions; our ability to successfully address productivity and schedule issues in our Renewable segment, including the ability to complete our Renewable energy projects within the expected timeframe and at the estimated costs; willingness of customers to waive liquidated damages or agree to bonus opportunities; our ability to successfully partner with third parties to win and execute renewable projects; changes in our effective tax rate and tax positions; our ability to maintain operational support for our information systems against service outages and data corruption, as well as protection against cyber-based network security breaches and theft of data; our ability to protect our intellectual property and renew licenses to use intellectual property of third parties; our use of the percentage-of-completion method of accounting; the risks associated with integrating businesses we acquire; our ability to successfully manage research and development projects and costs, including our efforts to successfully develop and commercialize new technologies and products; the operating risks normally incident to our lines of business, including professional liability, product liability, warranty and other claims against us; changes in, or our failure or inability to comply with, laws and government regulations; difficulties we may encounter in obtaining regulatory or other necessary permits or approvals; changes in, and liabilities relating to, existing or future environmental regulatory matters; our limited ability to influence and direct the operations of our joint ventures; potential violations of the Foreign Corrupt Practices Act; our ability to successfully compete with current and future competitors; the loss of key personnel and the continued availability of qualified personnel; our ability to negotiate and maintain good relationships with labor unions; changes in pension and medical expenses associated with our retirement benefit programs; social, political, competitive and economic situations in foreign countries where we do business or seek new business; the possibilities of war, other armed conflicts or terrorist attacks; and our ability to successfully consummate strategic alternatives for our MEGTEC and Universal businesses if we determine to pursue them.

If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see B&W’s filings with the SEC, including our most recent annual report on Form 10-K. B&W cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

About B&W

Headquartered in Charlotte, N.C., Babcock & Wilcox is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow us on Twitter @BabcockWilcox

and learn more at www.babcock.com.

# # #

Investor Contact:    Media Contact:

Chase Jacobson            Ryan Cornell

Vice President, Investor Relations Public Relations

Babcock & Wilcox            Babcock & Wilcox

704.625.4944 | investors@babcock.com            330.860.1345 | rscornell@babcock.com