Babcock & Wilcox Enterprises, Inc. (Form: 8-K, Received: 10/25/2021 16:50:17)

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): October 25, 2021

BABCOCK & WILCOX ENTERPRISES, INC.

(Exact name of registrant as specified in its charter)

delaware		001-36876		47-2783641
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

1200 EAST MARKET STREET, SUITE 650 AKRON, ohio		44305
(Address of principal executive offices)		(Zip Code)

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:

¨		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of Each Class	Trading Symbol	Name of Each Exchange on which Registered
Common stock, $0.01 par value per share	BW	New York Stock Exchange
8.125% Senior Notes due 2026	BWSN	New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock	BW PRA	New York Stock Exchange

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. ¨

Item 8.01

Other Events.

As previously disclosed by Babcock & Wilcox Enterprises, Inc. (the “Company”), the Securities and Exchange Commission (the “Commission”) has been conducting an investigation of the Company, and the Company has been cooperating with the Commission in the investigation. On October 25, 2021, the Company issued a press release announcing that the Company received a letter from the staff of the Division of Enforcement of the Atlanta Regional office of the Commission confirming that the staff has concluded its investigation of the Company and that it does not intend to recommend to the Commission that an enforcement action be brought against the Company. A copy of the press release is attached hereto as exhibit 99.1 as is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.	Description
99.1	Press Release dated October 25, 2021.
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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.

	BABCOCK & WILCOX ENTERPRISES, INC.

Date: October 25, 2021	By:	/s/ Louis Salamone
		Louis Salamone
		Executive Vice President, Chief Financial Officer and Chief Accounting Officer (Principal Accounting Officer and Duly Authorized Representative)

Exhibit 99.1

News Release

Babcock & Wilcox Announces Conclusion of Previously-Disclosed SEC Investigation

(AKRON, Ohio – October 25, 2021) – On October 20, 2021, Babcock & Wilcox Enterprises, Inc. (the “Company”) received a letter from the staff of the Division of Enforcement of the Atlanta Regional office of the U.S. Securities and Exchange Commission (“Commission”) confirming that the staff has concluded its investigation of the Company that the Company has previously disclosed in its SEC filings and that it does not intend to recommend to the Commission that an enforcement action be brought against the Company.

“We have cooperated with the SEC throughout the duration of this investigation which began in 2017 and are pleased to put this matter behind us,” commented Kenneth M. Young, CEO and Chairman of the Company.

About B&W
Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc., is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow us on LinkedIn and learn more at www.babcock.com.

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Investor Contact:	Media Contact:
Megan Wilson	Ryan Cornell
Vice President, Corporate Development & Investor Relations	Public Relations
Babcock & Wilcox	Babcock & Wilcox
330-860-6802 \| 704.625.4944	330.860.1345
investors@babcock.com	rscornell@babcock.com