B&W Amends Rights Offering

CHARLOTTE, N.C.–(BUSINESS WIRE)–$BW #BabcockWilcox–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 2.8 common
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 124.3 million 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 [email protected].
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.

Contacts

Babcock & Wilcox
Investor Contact:
Chase Jacobson,
704-625-4944
Vice President, Investor Relations
[email protected]
or
Media
Contact:
Ryan Cornell, 330-860-1345
Public Relations
[email protected]