Babcock & Wilcox Enterprises Announces Closing of $140 Million Offering of Senior Notes Due 2026

Proceeds to be used for general corporate purposes, which may include (without limitation) funding potential acquisitions, project-related capital and working capital, and to support clean energy growth initiatives

Babcock & Wilcox Enterprises, Inc. ("B&W" or the "Company") (NYSE: BW) announced that on December 13, 2021 it closed an underwritten public offering of $140 million aggregate principal amount of 6.50% senior notes due 2026 (the “Senior Notes”). Gross proceeds are exclusive of underwriting discounts and commissions and estimated offering expenses payable by the Company.

B&W and the Senior Notes both received a rating of BB+ from Egan-Jones Ratings Company, an independent, unaffiliated rating agency. The Senior Notes are expected to begin trading on NYSE under the symbol “BWNB” as early as December 17, 2021.

The offering resulted in net proceeds of approximately $134 million after deducting underwriting discounts and commissions, but before expenses. The Company expects to use the net proceeds of this offering for general corporate purposes, which may include (without limitation) funding potential acquisitions, project-related capital and working capital and to support clean energy growth initiatives. Pending any specific use, the Company may use any remaining net proceeds to invest in short-term interest-bearing accounts, securities or similar investments.

“We expect the proceeds derived from this raise to support our ongoing clean energy growth initiatives, our robust pipeline of potential acquisitions, and our growing project backlog, including our recent Renewable waste-to-energy contract awards,” said Kenneth Young, B&W’s Chairman and CEO. “Looking forward, we remain focused on growing our Renewable and Environmental segments, including deploying our ClimateBright^TM carbon capture and hydrogen production technologies, as well as our waste-to-energy and biomass technologies, to help meet critical climate goals through the reduction of carbon dioxide and methane emissions.”

B. Riley Securities, Inc. acted as lead book-running manager for the offering. D.A. Davidson & Co., Janney Montgomery Scott LLC, Ladenburg Thalmann & Co. Inc., William Blair & Company, L.L.C. and EF Hutton, division of Benchmark Investments, LLC acted as joint book-running managers for the offering. Aegis Capital Corp., Boenning & Scattergood, Inc., Brownstone Investment Group, LLC, Huntington Securities, Inc., InspereX LLC, Wedbush Securities Inc. and B.C. Ziegler & Company acted as co-managers for the offering.

The Senior Notes were offered under the Company's shelf registration statement on Form S-3, which was initially filed with the Securities and Exchange Commission ("SEC") on November 8, 2021 and declared effective by the SEC on November 22, 2021. The offering was made only by means of a preliminary prospectus supplement dated December 6, 2021 and the accompanying base prospectus dated November 22, 2021, as supplemented by the free writing prospectus and final prospectus supplement dated December 8, 2021 filed with the SEC. Copies of the preliminary prospectus supplement, accompanying base prospectus, free writing prospectus and final prospectus supplement may be obtained on the SEC's website at www.sec.gov, or by contacting B. Riley Securities by telephone at (703) 312-9580, or by email at prospectuses@brileyfin.com.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the Senior Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Forward-Looking Statements

Statements in this press release that are not descriptions of historical facts are forward-looking statements that are based on management's current expectations and assumptions and are subject to risks and uncertainties. If such risks or uncertainties materialize or such assumptions prove incorrect, our business, operating results, financial condition and stock price could be materially negatively affected. You should not place undue reliance on such forward-looking statements, which are based on the information currently available to us and speak only as of the date of this press release. Such forward looking statements include, but are not limited to, statements regarding the Company's public offering of the Senior Notes and intended net proceeds of the offering thereof. Factors that could cause such actual results to differ materially from those contemplated or implied by such forward-looking statements include, without limitation, the risks associated with the unpredictable and ongoing impact of the COVID-19 pandemic and other risks described from time to time in the Company's periodic filings with the SEC, including, without limitation, the risks described in the Company's Annual Report on Form 10-K for the year ended December 31, 2020 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2021, June 30, 2021 and September 30, 2021 under the captions "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations" (as applicable) and the prospectus supplement related to the offering of the Senior Notes. These factors should be considered carefully, and the Company 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 Babcock & Wilcox Enterprises

Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises is a global leader in energy and environmental technologies and services for the power and industrial markets.

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