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

The following constitutes
Amendment No. 5 to the Schedule 13D filed by the undersigned (“Amendment No. 5”). This Amendment No. 5 amends the Schedule
13D as specifically set forth herein.

Item 4 is hereby
amended to add the following:

On March 20, 2018,
Steel Holdings entered into a confidentiality agreement with the Issuer with respect to a possible negotiated business combination
or other strategic or financial transaction.

The Reporting Persons
intend to fully exercise their rights pursuant to the Issuer’s rights offering commenced on March 19, 2018, and, as discussed
with members of the Board and Vintage Capital Management LLC, are also willing to backstop the rights offering in an aggregate
amount of up to $75 million.