Page 9 of 18 – SEC Filing
The following constitutes the Schedule 13D filed by the undersigned
(the “Schedule 13D”).
| Item 1. | Security and Issuer. |
This statement
relates to the common stock, $0.01 par value per share (the “Shares”), of Babcock & Wilcox Enterprises, Inc., a
Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 13024 Ballantyne
Corporate Place, Suite 700, Charlotte, North Carolina 28277.
| Item 2. | Identity and Background. |
(a) This
statement is filed by Steel Partners Holdings L.P., a Delaware limited partnership (“Steel Holdings”), SPH Group LLC,
a Delaware limited liability company (“SPHG”), SPH Group Holdings LLC, a Delaware limited liability company (“SPHG
Holdings”), Steel Partners Holdings GP Inc., a Delaware corporation (“Steel Holdings GP”), Steel Excel Inc.,
a Delaware corporation (“Steel Excel”), Steel Partners Ltd., a Delaware corporation (“SPL”), and Warren
G. Lichtenstein. Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting
Persons.”
Steel Holdings owns
99% of the membership interests of SPHG. SPHG is the sole member of SPHG Holdings. Steel Holdings GP is the general partner of
Steel Holdings, the managing member of SPHG and the manager of SPHG Holdings. SPHG Holdings owns 100% of the outstanding shares
of common stock of Steel Excel. Accordingly, for purposes of this statement, each of Steel Holdings, SPHG, SPHG Holdings and Steel
Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.
Warren G. Lichtenstein
is the Chief Executive Officer and a control person of SPL. Accordingly, for purposes of this statement, Mr. Lichtenstein may be
deemed to beneficially own the Shares owned directly by SPL.
The Reporting Persons
are hereby filing a joint Schedule 13D.
Set forth on Schedule
A annexed hereto (“Schedule A”) is the name and present principal business, occupation or employment and
the name, principal business and address of any corporation or other organization in which such employment is conducted of (i)
the executive officers and directors of Steel Holdings GP, (ii) the executive officers and directors of Steel Excel and (iii) the
executive officers and directors of SPL. To the best of the Reporting Persons’ knowledge, except as otherwise set forth herein,
including on Schedule A, none of the persons listed on Schedule A beneficially owns any securities of the Issuer
or is a party to any contract, agreement or understanding required to be disclosed herein.
(b) The
principal business address of the Reporting Persons is 590 Madison Avenue, 32nd Floor, New York, New York 10022.
(c) Steel
Holdings is a global diversified holding company that engages or has interests in a variety of operating businesses through its
subsidiary companies. Steel Holdings may seek to obtain majority or primary control, board representation or other significant
influence over the businesses in which it holds an interest. The principal business of SPHG Holdings is holding securities for
the account of Steel Holdings. The principal business of SPHG is serving as the sole member of SPHG Holdings and other affiliates.
The principal business of Steel Holdings GP is serving as the general partner of Steel Holdings, the managing member of SPHG and
the manager of SPHG Holdings. Steel Excel provides drilling and production services to the oil and gas industry and owns a youth
sports business. SPL is a holding company. The principal occupation of Warren G. Lichtenstein is serving as Executive Chairman
of Steel Holdings GP. Mr. Lichtenstein is also the Chairman of Steel Excel and the Chief Executive Officer of SPL.
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