SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of common stock, par value $0.01 (the “Common Stock”), of Babcock & Wilcox Enterprises, Inc. (the “Issuer”) as of March 6, 2019 as reported in the Issuer’s Amendment No. 1 to Form 10-K filed April 30, 2019 (“Form 10-K/A”).

SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s Form 10-K/A.

SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s Form 10-K/A.

SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s Form 10-K/A.

SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s Form 10-K/A.

SCHEDULE 13D

*       Percent of class is calculated based on 168,846,903 shares of Common Stock of the Issuer as of March 6, 2019 as reported in the Issuer’s Form 10-K/A.

(1)        Reflects shares of Common Stock held jointly with Carleen Riley, Mr. Riley’s spouse, with whom he shares voting and dispositive power and shares of Common Stock held directly by BRPLP and BRFBR.

Explanatory Note

This Amendment No. 2 (this “Amendment”) amends and supplements the Schedule 13D filed on November 30, 2018 (the “Original Schedule 13D”), as amended by Amendment No. 1 to Schedule 13D, filed with the SEC on April 10, 2019 (as amended, the “Schedule 13D”), by the Reporting Persons relating to the Common Stock of Babcock & Wilcox Enterprises, Inc. (the “Issuer”).

By virtue of entry into the Agreements (as defined below) and, in connection with the Agreements, the appointment of Mr. Bryant R. Riley to serve as a director of the Issuer, the Reporting Persons may be deemed to constitute a “group” for purposes of Section 13(d) of the Securities Exchange Act of 1934 (the “Exchange Act”), as amended. Each Reporting Person expressly disclaims any assertion or presumption that it and the other persons on whose behalf this Statement is filed constitute a “group” for the purposes of Sections 13(d) and 13(g) of the Act and the rules thereunder. The filing of this statement should not be construed to be an admission that any member of the Reporting Persons are members of a “group” for the purposes of Sections 13(d) and 13(g) of the Act.

Information reported in the Schedule 13D remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment. Capitalized terms used but not defined in this Amendment have the respective meanings set forth in the Schedule 13D. All references in the Schedule 13D and this Amendment to the “Statement” will be deemed to refer to the Schedule 13D as amended and supplemented by this Amendment.

Item 2 is amended to add the following immediately after subsection (5):

Item 3 is amended to add the following:

The Common Stock beneficially owned by Mr. Riley was acquired with personal funds through various transactions on the open market. As disclosed in the Original Schedule 13D, these shares were held by Mr. Riley prior to the filing of the Original Schedule 13D. The aggregate purchase price of the 667,292 shares of Common Stock beneficially owned by Mr. Riley was approximately $1,389,056.37 (excluding commissions).

Item 4 is amended to add the following:

On April 30, 2019, the Issuer entered into a backstop exchange agreement (the “Backstop Exchange Agreement”) with BRFBR. Pursuant to the Backstop Exchange Agreement, BRFBR has agreed to purchase from the Issuer, at a price of $0.30 per share, all unsubscribed shares of the Issuer’s Common Stock to be issued in connection with a rights offering to be conducted on the terms set forth in the Backstop Exchange Agreement. BRFBR may pay the purchase price for any Common Stock purchased pursuant to the Backstop Exchange Agreement by cash or by exchanging an equal principal amount of Tranche A-2 or Tranche A-3 last-out term loans extended under the Credit Agreement. The completion of the rights offering, as well as each parties obligations to complete the purchase of shares pursuant to the Backstop Exchange Agreement, are subject to certain customary conditions, including among others that (i) a registration statement with respect to the rights offering has been declared and remains effective, (ii) all material governmental and third-party notifications and consents have been obtained, (iii) the Issuer has received stockholder approval of each of the Equitization Proposals (as defined in the Backstop Exchange Agreement) and (iv) the rights offering has been conducted in accordance with the terms of the Backstop Exchange Agreement.

BRFBR will not receive any fee for acting as backstop pursuant to the Backstop Exchange Agreement. The offering, issuance, and distribution of the shares of the Common Stock in connection with the Backstop Exchange Agreement, if any, will be exempt from the registration requirements of Section 5 of the Securities Act of 1933 (the “Securities Act”) pursuant to Section 4(a)(2) of the Securities Act.

On April 30, 2019, the Issuer also entered into an investor rights agreement (the “Investor Rights Agreement”) with BRFBR and Vintage Capital in connection with the Equitization Transactions. Under the Investor Rights Agreement, the Issuer agreed to appoint at its annual meeting three directors to the Board nominated by each of BRFBR and Vintage, with the size of the full Board to remain at seven directors. BRFBR designated Alan B. Howe and Mr. Riley to serve as Class II and Class III directors, respectively, under the Investor Rights Agreement, each of whom has been appointed to the Board. BRFBR elected not to designate a third individual at this time but retains the right to do so in the future. Vintage Capital nominated Henry E. Bartoli and designated Matthew E. Avril and Brian R. Kahn, each of whom is already a member of the Board, as its nominees under the Investor Rights Agreement. Pursuant to the Investor Rights Agreement, each of BRFBR and Vintage Capital will retain their right to nominate directors to serve on the Board so long as they continue to meet certain quantitative thresholds with regard to the amount of Common Stock and debt they beneficially own.

BRF’s contractual rights to nominate directors will continue with respect to:

Vintage Capital’s contractual rights to nominate directors will continue with respect to:

In all instances, BRFBR and Vintage Capital, respectively, must beneficially own at least 5% of the outstanding voting power of all of the Issuer’s Common Stock to retain their director nomination rights with regard to any directors.

The Investor Rights Agreement also provides pre-emptive rights to BRFBR with respect to certain future issuances of the Issuer’s equity securities. The Issuer also agreed to reimburse BRFBR and Vintage Capital for all reasonable out-of-pocket costs and expenses they incur, including fees for legal counsel, in the contemplated rights offering.

On April 30, 2019, the Issuer also entered into a registration rights agreement with BRFBR and Vintage Capital (the “Registration Rights Agreement”, and together with the Backstop Exchange Agreement and the Investor Rights Agreement, the “Agreements”). Pursuant to the Registration Rights Agreement, the Issuer agreed to provide BRFBR and Vintage Capital with customary demand and piggyback registration rights for all shares of its Common Stock they beneficially own following the completion of the Equitization Transactions. In addition, the Issuer agreed to provide certain piggyback registration rights to all persons who receive shares of its Common Stock through certain of the Equitization Transactions and who sign a joinder to the Registration Rights Agreement.

The foregoing description of each of the Agreements does not purport to be complete and is qualified in its entirety by reference to the Backstop Exchange Agreement, Investor Rights Agreement and the Registration Rights Agreement, filed as Exhibits 2, 3 and 4, respectively, attached hereto.

Item 5 is amended and restated as follows:

(a) - (b)

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Exchange Act, may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer it does not directly own or control. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that it does not directly own or control.

As of the date hereof, each of BRPLP, BRPGP, BRCM and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRPLP.

As of the date hereof, each of BRFBR and BRF have shared power to vote or direct the vote of, and to dispose or direct the disposition of, the Shares beneficially owned directly by BRFBR.

(c)          None.

(d)          Except as described herein, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock held by the Reporting Persons.

(e)          Not applicable.

Item 6 is amended to add the following:

The information with respect to the Backstop Exchange Agreement, the Investor Rights Agreement and the Registration Rights Agreement in Item 4 is incorporated by reference herein.

The following documents are filed as exhibits:

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.

Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations ( see 18 U.S.C. 1001).

EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including additional amendments thereto) with respect to the common stock, $0.01 par value per share, of Babcock & Wilcox Enterprises, Inc., a Delaware corporation. This Joint Filing Agreement shall be filed as an Exhibit to such Statement.

Dated: May 7, 2019