8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

August 8, 2022

Registrant’s Telephone Number, including

Area Code: (330) 753-4511

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

Item 1.01 Entryinto a Material Definitive Agreement

Amendment to Revolving Credit Agreement

On August 8, 2022, Babcock & Wilcox Enterprises, Inc. (the “Company”), with certain subsidiaries of the Company as guarantors, certain lenders from time to time party to the Revolving Credit Agreement, and PNC Bank, National Association (“PNC”), as administrative agent and swing loan lender to the Revolving Credit, Guaranty and Security Agreement, dated as of June 30, 2021 (the “Revolving Credit Agreement”), entered into the First Amendment, Waiver and Consent to the Revolving Credit Agreement (the “Amended Revolving Credit Agreement”). The Amended Revolving Credit Agreement amends the terms of the Revolving Credit Agreement to (i) waive compliance with certain payment conditions of the Revolving Credit Agreement solely to permit the making of a dividend in respect of preferred equity prior to September 30, 2022, in an amount not to exceed $3,715,000, subject to certain conditions and (ii) require the Company to comply with an additional current ratio covenant. The new covenant requires the Company to maintain on a consolidated basis, as of the end of the fiscal quarter ended June 30, 2022, a ratio of current assets to current liabilities of not less than 1.25:1.00.

The Company paid an amendment fee of $125,000 to PNC in consideration of the Amended Revolving Credit Agreement. Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

Amendment to Reimbursement Agreement

On August 8, 2022, the Company, with certain subsidiaries of the Company as guarantors, the cash collateral providers from time to time party to the Reimbursement Agreement, and MSD PCOF Partners XLV, LLC (“MSD”), as issuer to the Reimbursement, Guaranty and Security Agreement, dated as of June 30, 2021 (the “Reimbursement Agreement”), entered into the First Amendment, Waiver and Consent to the Reimbursement Agreement (the “Amended Reimbursement Agreement”). The Amended Reimbursement Agreement amends the terms of the Company’s Reimbursement Agreement to (i) waive compliance with certain payment conditions of the Revolving Credit Agreement solely to permit the making of a dividend in respect of preferred equity prior to September 30, 2022, in an amount not to exceed $3,715,000, subject to certain conditions and (ii) require the Company to comply with an additional current ratio covenant. The new covenant requires the Company to maintain on a consolidated basis, as of the end of the fiscal quarter ended June 30, 2022, a ratio of current assets to current liabilities of not less than 1.25:1.00.

The Company paid an amendment fee of $275,000 to MSD in consideration of the Amended Revolving Credit Agreement. Certain of the lenders, as well as certain of their respective affiliates, have performed and may in the future perform for the Company and its subsidiaries, various commercial banking, investment banking, lending, underwriting, trust services, financial advisory and other financial services, for which they have received and may in the future receive customary fees and expenses.

Item 2.03 Creation of a Direct Financial Obligationor an Obligation under an Off- Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 2.03.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.