B&W Commences Rights Offering

CHARLOTTE, N.C.–(BUSINESS WIRE)–$BW #BabcockWilcox–Babcock & Wilcox Enterprises, Inc. (the “Company”) (NYSE:BW) announced
today that it commenced a rights offering (“Rights Offering”) originally
announced on March 1, 2018. Pursuant to the Rights Offering, the Company
is distributing to holders of the Company’s common shares one
nontransferable subscription right (a “Right”) to purchase 1.4 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”) at a price of
$3.00 per common share (the “Subscription Price”). The Company will not
issue any fractional common shares in the Rights Offering and exercises
of Rights will be rounded down to the nearest whole common share. In
addition, the Company will not issue fractional Rights, or pay cash in
lieu of fractional Rights.

The Rights may be exercised at any time during the subscription period,
which will commence on March 19, 2018. The Rights will expire if they
are not exercised by 5:00 p.m., New York City time, on April 10, 2018,
unless the Company extends the Rights Offering period.

The Company expects to issue 62,128,141 common shares in connection with
the Rights Offering, including any common shares issued to Vintage
Capital Management, LLC, a significant shareholder of the Company
(“Vintage”), as backstop purchaser.

The Company expects to mail 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 March 19, 2018.

The Company is conducting the Rights Offering to raise proceeds, along
with borrowings under its first lien revolving credit facility, to repay
in full all of the indebtedness outstanding and the Company’s other
obligations under its second lien term loan.

The completion of the Rights Offering remains subject to the
satisfaction of certain conditions, and the Company reserves the right
to terminate the Rights Offering at any time prior to its expiration
date.

Neither the Company nor the Company’s Board of Directors has made any
recommendation as to whether shareholders should exercise their Rights,
although directors and executive officers may exercise their Rights in
their individual capacities. Shareholders are urged to carefully review
the subscription materials the Company will provide and consult with
their own legal and financial advisors in deciding whether or not to
exercise the Rights. The Rights will be nontransferable. As such,
shareholders will not be able to sell their Rights if they do not wish
to exercise them. In addition, oversubscription Rights will not be
available for shareholders desiring to purchase additional Rights. As
previously disclosed, Vintage will serve as a backstop purchaser for the
Rights Offering and will be entitled to purchase any unsubscribed common
shares at the Subscription Price.

The Audit and Finance Committee of the Board of Directors of the Company
determined that the delay that would result from obtaining shareholder
approval prior to the completion of the Rights Offering would seriously
jeopardize the financial viability of the Company. 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 the
Company's reliance on the NYSE financial viability exception. On March
19, 2018, the NYSE granted the Company's request.

A registration statement relating to these securities has been filed
with the Securities and Exchange Commission (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
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 rights offering is set forth in the
Company’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 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;
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.

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Contacts

Investors:
Babcock & Wilcox
Chase Jacobson,
704-625-4944
Vice President, Investor Relations
investors@babcock.com
or
Media:
Babcock
& Wilcox
Ryan Cornell, 330-860-1345
Public Relations
rscornell@babcock.com