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

UNITED STATES

SECURITIES AND EXCHANGE
COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED
IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No.  )¹

Babcock & Wilcox Enterprises, Inc.

(Name
of Issuer)

Common Stock, par value $0.01

(Title of Class of Securities)

05614L 10 0

(CUSIP Number)

Warren G. Lichtenstein

Steel Partners Holdings L.P.

590 Madison Avenue, 32nd Floor

New York, New York 10022

(212) 520-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices
and Communications)

January 26, 2018

(Date of Event Which Requires
Filing of This Statement)

If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following
box ¨.

Note:  Schedules
filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See
§ 240.13d-7 for other parties to whom copies are to be sent.

1
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.

The information required
on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).

The following constitutes the Schedule 13D filed by the undersigned
(the “Schedule 13D”).

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.

(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.

(d)       No
Reporting Person nor any person listed on Schedule A has, during the last five years, been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors).

(e)       No
Reporting Person nor any person listed on Schedule A has, during the last five years, been party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.

(f)       Each
of the individuals who are Reporting Persons or listed on Schedule A is a citizen of the United States of America. Each
of the entities that are Reporting Persons are organized under the laws of the State of Delaware.

The aggregate purchase
price of the 5,180,506 Shares owned directly by Steel Excel is approximately $28,632,587, including brokerage commissions. Such
Shares were acquired with funds of Steel Excel and an affiliated entity that initially purchased a portion of the Shares prior
to being transferred to Steel Excel.

The aggregate purchase
price of the 75,000 Shares owned directly by SPL is approximately $310,175, including brokerage commissions. The Shares owned directly
by SPL were acquired with the working capital of SPL.

The Reporting Persons
effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin
credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations,
stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts
are pledged as collateral security for the repayment of debit balances in the accounts.

The Reporting Persons
purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were undervalued and represented
an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the
Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting
Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of
Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may
deem advisable.

No Reporting Person
has any present plan or proposal that would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item
4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any
of the actions discussed herein.

On December 15, 2017,
Steel Holdings made a proposal to the Issuer to acquire all of the Shares not owned by Steel Holdings or its subsidiaries for $6.00
per share in cash, representing a premium of approximately 33% over the then 30-day volume-weighted average price of the Shares.
However, the Issuer has been unwilling to engage in any meaningful discussions with the Reporting Persons regarding this proposal.
The Reporting Persons intend to continue to communicate with the Issuer’s management and board of directors about a broad
range of strategic and operational matters, including, without limitation, a sale of the Issuer, as a means of enhancing shareholder
value. The Reporting Persons may consider, explore and/or develop plans and/or make proposals with respect to, or with respect
to potential changes in, the operations, management, the certificate of incorporation and bylaws, board composition, ownership,
capital or corporate structure, capital allocation, dividend policy, strategy and plans of the Issuer, potential strategic transactions
involving the Issuer or certain of the Issuer’s businesses or assets, or may change their intention with respect to any and
all matters referred to in Item 4. The Reporting Persons intend to review their investment in the Issuer on a continuing basis
and may from time to time in the future express their views to and/or meet with management, the board of directors, other shareholders
or third parties and/or formulate plans or proposals regarding the Issuer, its assets or its securities. The Reporting Persons
may exchange information with any such persons pursuant to appropriate confidentiality or similar agreements. Such proposals or
plans may include one or more plans that relate to or would result in any of the actions set forth in subparagraphs (a) – (j) of
Item 4 of Schedule 13D.

(a)       The
aggregate percentage of Shares reported owned by each person named herein is based upon 44,049,127 Shares outstanding, which is
the total number of Shares outstanding as of October 31, 2017 as reported in the Issuer’s Form 10-Q filed with the Securities
and Exchange Commission on November 8, 2017.

As of the close of
business on the date hereof, Steel Excel owned directly 5,180,506 Shares, constituting approximately 11.8% of the Shares outstanding.
By virtue of their relationships with Steel Excel discussed in further detail in Item 2, each of Steel Holdings, SPHG, SPHG Holdings
and Steel Holdings GP may be deemed to beneficially own the Shares owned directly by Steel Excel.

As of the close of
business on the date hereof, SPL owned directly 75,000 Shares, constituting less than 1% of the Shares outstanding. By virtue of
his relationship with SPL discussed in further detail in Item 2, Warren G. Lichtenstein may be deemed to beneficially own the Shares
owned directly by SPL.

The filing of this
Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange
Act of 1934, as amended, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically
disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

(b)       Each
of Steel Excel, SPHG Holdings, SPHG, Steel Holdings and Steel Holdings GP may be deemed to have shared power to vote and dispose
of the Shares owned directly by Steel Excel. Each of SPL and Mr. Lichtenstein may be deemed to have shared power to vote and dispose
of the Shares owned directly by SPL.

(c)       The
transactions in the Shares by the Reporting Persons during the past sixty days are set forth in Schedule B and are incorporated
herein by reference.

(d)       No
person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends
from, or proceeds from the sale of, the Shares.

(e)       Not
applicable.

On the date hereof,
the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf
of each of them of statements on Schedule 13D with respect to securities of the Issuer. A copy of this agreement is attached as
an exhibit hereto and is incorporated herein by reference.

SIGNATURES

After reasonable inquiry
and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement
is true, complete and correct.

SCHEDULE A

Executive Officers and Directors
of Steel Partners Holdings GP Inc.

Executive Officers and Directors
of Steel Excel Inc.

Executive Officers and Directors
of Steel Partners Ltd.

¹ As of the close of business on the date hereof, Jack L. Howard directly owned 25,000 Shares and may be deemed to beneficially own an additional 25,000 Shares directly owned by EMH Howard, LLC (“EMH”), an affiliate of Mr. Howard, constituting in the aggregate less than 1% of the Shares outstanding. The aggregate purchase price of the Shares owned directly by Mr. Howard is approximately $102,680, including brokerage commissions. Such Shares were acquired with the personal funds of Mr. Howard. The aggregate purchase price of the Shares owned directly by EMH is approximately $102,680, including brokerage commissions. Such Shares were acquired with the working capital of EMH. Mr. Howard has or may be deemed to have the sole power to vote and dispose of all such Shares and the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, all such Shares.

SCHEDULE B

Transactions in the Shares During
the Past Sixty Days

Steel
Excel inc.