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): June 1, 2021

Registrant’s Telephone Number, including Area Code: (330) 753-4511

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:

Securities registered pursuant to Section 12(b) of the Act:

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.  ¨

On June 1, 2021, Babcock & Wilcox Enterprises, Inc., a Delaware corporation, (the “Company”) and B. Riley Financial, Inc. (together with its affiliates, “B. Riley”) entered into a Letter Agreement (the “Exchange Agreement”) pursuant to which the Company agreed to (i) issue to B. Riley 2,916,880 shares of the Company’s 7.75% Series A Cumulative Perpetual Preferred Stock, par value $0.01 per share and with a liquidation preference of $25.00 per share (the “Preferred Stock”) and (ii) pay $850,171.45 in cash to B. Riley for accrued interest due, in exchange for a deemed prepayment of $73,330,152.36 of the Company’s existing term loans with B. Riley under the Company’s Amended and Restated Credit Agreement (the “Exchange”). The Exchange Agreement also provides that, promptly following the date of the Exchange Agreement, the parties thereto will negotiate in good faith and use commercially reasonable efforts to enter into an agreement providing B. Riley or its designated affiliates with customary registration rights in respect of the shares of Preferred Stock issued to B. Riley in the Exchange and any other securities of the Company owned by B. Riley.

In connection with the Exchange, also on June 1, 2021, the Company filed a Certificate of Increase with the Secretary of State of the State of Delaware to increase the number of shares of duly authorized Preferred Stock from 4,600,000 shares to 7,516,880 shares.

The shares of Preferred Stock issued to B. Riley in the Exchange were offered pursuant to the exemption from registration under the Securities Act in Rule 506 of Regulation D under Section 4(a)(2) thereof.

The foregoing description of the material terms of the Exchange Agreement and the Certificate of Increase are qualified in their entirety by reference to the full text of the Exchange Agreement and Certificate of Increase, copies of which are attached hereto as Exhibit 1.1 and Exhibit 3.1, respectively, and are incorporated herein by reference.

The information set forth in Item 1.01 hereof is incorporated herein by reference.

The information set forth in Item 1.01 hereof is incorporated herein by reference.

On June 3 2021, the Company issued a press release announcing the Exchange. A copy of the press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

(d)       Exhibits. 

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.