Company Announcements

AKRON, Ohio--(BUSINESS WIRE)--Jul. 14, 2025-- Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) (NYSE: BW) announced today an amendment to its previously announced offers to purchase for cash (the “Cash Offers”) up to a maximum $70 million aggregate amount of Tender Consideration of the Company’s 8.125% Senior Notes due 2026 (the “February 2026 Notes”) and 6.50% Senior Notes due 2026 (the “December 2026 Notes” and, together with the February 2026 Notes, the “Notes”). The Cash Offers are being made upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 5, 2025, as amended (the “Offer to Purchase”). The amendment provides for an extension of each of the Withdrawal Deadline and the Expiration Date of the Cash Offers to 5:00 p.m., New York City time, on August 15, 2025. Capitalized terms used but not defined in this announcement have the meanings given to them in the Offer to Purchase.

The following table sets forth the principal amount of Notes validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on July 11, 2025.

Our obligation to complete the Cash Offers is conditioned on the consummation, prior to or concurrently with the Expiration Date, of (i) the sale, to certain legal entities affiliated with Andritz AG, of the equity interests of Diamond Power International, LLC (“Diamond Power”) and related legal entities, together with assets related to the Diamond Power business and (ii) the receipt of net proceeds from such sale in an amount sufficient to fund the Cash Offers, assuming the maximum Tender Consideration of $70 million (the “Diamond Power Closing Condition”). As of 5:00 p.m., New York City time, on July 11, 2025, the Diamond Power Closing Condition was not satisfied.

Subject to applicable law, the Company reserves the right to (i) extend any or all of the Cash Offers; (ii) waive any and all conditions to or amend any or all of the Cash Offers in any respect; or (iii) terminate any or all of the Cash Offers.

Holders of Notes are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that beneficial owner to be able to participate in, or withdraw their instruction to participate in, a Cash Offer, before the deadlines specified herein. The deadlines set by any such intermediary and The Depository Trust Company for the submission of tender instructions will be earlier than the relevant deadlines specified herein.

In connection with the Cash Offers, the Company has retained B. Riley Securities, Inc. as the Dealer Manager. Questions regarding the Cash Offers should be directed to B. Riley Securities, Inc. by email at corporateactions@brileysecurities.com or by calling toll-free at (833) 528-1067. Requests for copies of the Offer to Purchase and related documents should be directed to D.F. King & Co., Inc., the Tender Agent and Information Agent for the tender offer, at (800) 769-4414 (toll-free) or 212-269-5550 (collect).

This press release is not an offer to sell or a solicitation of an offer to buy any of the securities described herein. The Cash Offers described herein are being made solely by the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law.

About Babcock & Wilcox

Headquartered in Akron, Ohio, Babcock & Wilcox Enterprises, Inc. is a leader in energy and environmental products and services for power and industrial markets worldwide. Follow us on LinkedIn and learn more at babcock.com.

Forward-Looking Statements

B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to the Cash Offers, satisfaction of the Diamond Power Closing Condition and the anticipated settlement of the Cash Offers. These forward-looking statements are based on management’s current expectations and involve a number of risks and uncertainties. For a more complete discussion of these risk factors, see our filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. We caution readers not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

View source version on businesswire.com: https://www.businesswire.com/news/home/20250714948273/en/

For more information, contact:
investors@babcock.com
+1-704-625-4944

For holders of Notes, contact:
D.F. King & Co., Inc.
Phone: (800) 769-4414 (toll free)
212-269-5550 (collect)

Source: Babcock & Wilcox Enterprises, Inc.