Babcock & Wilcox Announces Rights Offering For Common Stock

BARBERTON, Ohio–(BUSINESS WIRE)–Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW)
announced today that its Board of Directors has approved a record date
and subscription period for the rights offering originally announced on
April 5, 2019. Assuming B&W’s registration statement relating to the
rights offering is declared effective, the Company will distribute to
each holder of the Company’s common stock one non-transferable
subscription right to purchase 0.986896 shares of the Company’s common
stock at a price of $0.30 per whole share for each share of the
Company’s common stock held as of 5:00 p.m., New York City time, on June
27, 2019 (the “rights offering record date”). The Company will not issue
any fractional shares of the Company’s common stock in the rights
offering, and all exercises of subscription rights will be rounded to
the nearest whole share. In addition, the Company will not issue
fractional subscription rights or pay cash in lieu of fractional
subscription rights.

The subscription rights may be exercised at any time during the
subscription period, which will commence on June 28, 2019. The
subscription rights will expire if they are not exercised by 5:00 p.m.,
New York City time, on July 18, 2019, unless the Company extends the
rights offering subscription period.

The Company expects to issue 166,666,667 shares of its common stock in
connection with the rights offering, including any shares issued to B.
Riley FBR, Inc., a significant shareholder of the Company (“B. Riley”),
as backstop exchange purchaser.

The Company expects to mail subscription certificates evidencing the
subscription rights and a copy of the prospectus for the rights offering
to shareholders as of the rights offering record date beginning on or
about June 28, 2019.

The Company expects to use the proceeds from the rights offering to
partially repay indebtedness outstanding under the Tranche A-3 last-out
term loans provided through its U.S. credit agreement.

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 its Board of Directors has made any
recommendation as to whether shareholders should exercise their
subscription rights, although directors and executive officers may
exercise their subscription 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 subscription rights.
The subscription rights will be non-transferable. As such, shareholders
will not be able to sell their subscription rights if they do not wish
to exercise them. In addition, no oversubscription privilege will be
available for shareholders desiring to purchase additional subscription
rights. As previously disclosed, B. Riley will serve as the backstop
exchange purchaser for the rights offering and will be entitled to
purchase any unsubscribed shares of common stock in the rights offering
at the subscription price or $0.30 per whole share.

A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become
effective. These securities may not be sold nor may offers to buy be
accepted prior to the time the registration statement becomes 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.
Copies of
the prospectus, when it becomes available, will be mailed to all
eligible shareholders as of the rights offering record date and may also
be obtained free of charge at the website maintained by the SEC at
www.sec.gov
or by contacting the information agent for the rights offering, D.F.
King & Co., Inc., toll free at (800) 622-1649 or by email at
bw@dfking.com.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements,
including, without limitation, statements relating to the terms of the
rights offering. These forward-looking statements are based on
management’s current expectations and involve a number of risks and
uncertainties, including, among other things, the effectiveness of the
registration statement related to the rights offering; 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; our
ability to satisfy requirements under our credit agreement dated May 11,
2015, as amended, with a syndicate of lenders; our ability to complete
our contemplated series of equitization transactions and all related
transactions in a timely manner, if at all; 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, partners 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 address remaining
items and any warranty obligations within our accrued estimated costs
for our Vølund & Other Renewable segment; our ability to successfully
partner with third parties to win and execute contracts within the
Vølund & Other Renewable segment; changes in our effective tax rate and
tax positions, including any limitation on our ability to use our net
operating loss carryforwards and other tax assets as a result of an
“ownership change” under Section 382 of the Internal Revenue Code; 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 to recognize revenue over time; 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;
actual of anticipated changes in governmental regulation, including
trade and tariff policies; 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; changes in actuarial assumptions and market fluctuations that
affect our net pension liabilities and income; 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; the willingness of
customers and suppliers to continue to do business with us on reasonable
terms and conditions as well as our ability to successfully consummate
strategic alternatives for non-core assets, if we determine to pursue
them; and our ability to maintain the listing of our common stock on the
NYSE. 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 quarterly report 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.

About B&W

Headquartered in Barberton, Ohio, 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

Investor Contact:
Megan Wilson
Vice President,
Corporate Development & Investor Relations
Babcock & Wilcox
704.625.4944
| investors@babcock.com

Media Contact:
Ryan Cornell
Public Relations
Babcock
& Wilcox
330.860.1345 | rscornell@babcock.com