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): January 15, 2019
BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

DELAWARE
001-36876
47-2783641
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
20 SOUTH VAN BUREN AVENUE
BARBERTON, OHIO
44203
(Address of principal executive offices)
(Zip Code)

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:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.
Entry into a Material Definitive Agreement.
Amended Credit Agreement
On May 11, 2015, Babcock & Wilcox Enterprises, Inc. (“we” or the “Company”) entered into a credit agreement (the “Credit Agreement”) with Bank of America, N.A., as administrative agent and lender, and the other lenders party thereto in connection with its spin-off from The Babcock & Wilcox Company (now known as BWX Technologies, Inc.). The Credit Agreement, which is scheduled to mature on June 30, 2020, provides for a senior secured revolving credit facility, initially in an aggregate amount of up to $600.0 million. The proceeds from loans under the Credit Agreement are available for working capital needs and other general corporate purposes, and the full amount is available to support the issuance of letters of credit, subject to specified limits.
Since June 2016, we have entered into a number of amendments to the Credit Agreement. On January 15, 2019, we entered into a further amendment to the Credit Agreement (the “Amendment,” and the Credit Agreement, as amended to date, the “Amended Credit Agreement”) to, among other things, provide for the following modifications: (1) modify the amount of certain net losses permitted in connection with renewable energy projects under the Amended Credit Agreement from $30.0 million to $40.0 million; (2) modify the date by which we are required to achieve certain concessions from our renewable contract customers that will generate at least $25.0 million of incremental benefits to us from February 15, 2019 to March 31, 2019; (3) modify certain contract completion milestones that we are required to meet in connection with five renewable energy projects; (4) modify the minimum liquidity amount we are required to hold as a condition to borrowing both at the time of any credit extension request and on the proposed date of the credit extension (as defined in the Amended Credit Agreement) from $45.0 million to $40.0 million after January 31, 2019; and (5) require us to raise additional capital in an amount and within a time frame acceptable to the lenders under the Amended Credit Agreement through the issuance of equity or subordinated debt or the sale of assets and use no less than 25% of the net proceeds thereof to reduce the revolving credit commitment under the Amended 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 Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information described in Item 1.01 above relating to the Amendment 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.
 
BABCOCK & WILCOX ENTERPRISES, INC.
 
 
 
 
 
 
 
 
January 15, 2019
By:
/s/ J. André Hall
 
 
 
J. André Hall
 
 
 
Senior Vice President, General Counsel and Corporate Secretary