13D Filing: Steel Partners and Babcock & Wilcox Enterprises Inc (BW)

The following constitutes
Amendment No. 2 to the Schedule 13D filed by the undersigned (“Amendment No. 2”). This Amendment No. 2 amends the Schedule
13D as specifically set forth herein.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended
and restated to read as follows:

The aggregate purchase
price of the 5,821,962 Shares owned directly by Steel Excel is approximately $32,530,626, including brokerage commissions. Such
Shares were acquired with funds of Steel Excel and an affiliated entity that initially purchased a portion of the Shares prior
to being transferred to Steel Excel.

The aggregate purchase
price of the 75,000 Shares owned directly by SPL is approximately $310,175, including brokerage commissions. The Shares owned directly
by SPL were acquired with the working capital of SPL.

The Reporting Persons
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended
to add the following:

On March 2, 2018,
the Reporting Persons requested that the Board of the Issuer adopt a resolution exempting the Reporting Persons from the limitations
of Section 203 of the Delaware General Corporation Law. The Reporting Persons have been advised that the Board of the Issuer has
granted such exemption up to an aggregate beneficial ownership by the Reporting Persons of 30% of the outstanding Shares. In addition,
the Reporting Persons are exploring potential options with respect to the Issuer, including (a) negotiating a confidentiality agreement
with the Issuer with respect to Steel Holdings’ prior proposal to acquire all of the Shares not owned by Steel Holdings or
its subsidiaries and (b) participating in the Issuer’s proposed rights offering (including any backstop thereof).

Item 5.

Interest in Securities of the Issuer.

Item 5(a) is hereby
amended and restated to read as follows:

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 44,084,680 Shares outstanding, which is
the total number of Shares outstanding as of January 31, 2018 as reported in the Issuer’s Form 10-K filed with the Securities
and Exchange Commission on March 1, 2018.