巴布科克和威尔科克斯新闻

（北卡罗来纳州夏洛特- 2018年4月10日）- Babcock & 威尔科克斯 Enterprises, Inc. (B&W)（纽约证券交易所代码：BW）今天向投资者提供了最新消息，并宣布修改了其未决普通股配股的条款并延长了到期日。

B&W已将其配股修改为：

• 将其规模增加到2.48亿美元；
• 将每股认购价格由$3.00降至$2.00；
• 将每项权利可发行股份数量从1.4股增加至2.8股；和
• 有效期由2018年4月10日延长至2018年4月30日。

Vintage Capital Management LLC已同意将股权担保额提高至2.45亿美元。

有关配股修订的更多细节可在B&W今天发布的附加新闻稿中找到。人事变动自2018年3月21日起，公司任命Alvarez & Marsal North America， LLC的董事总经理Robert M. Caruso担任首席执行官，直接向B&W董事会报告。Caruso先生将与B&W的首席执行官Leslie C. Kass一起工作，他的职责包括协助管理层审查战略选择，制定五年商业计划，确定成本节约计划的机会，评估B&W的现金流预测，并分析营运资金的使用。Jenny L. Apker， B&W的首席财务官，已通知B&W，她将于2018年6月1日因健康原因退休。Apker女士预计将继续作为非执行员工在B&W工作，直到2018年8月31日，以协助首席财务官过渡。Joel K. Mostrom, Alvarez & Marsal North America， LLC高级董事，将于2018年6月1日担任临时首席财务官。B&W预计将在今年下半年开始寻找永久首席财务官。随着B&W努力推进其在欧洲的可再生能源项目，管理层在首席执行官的审查下，初步确定了完成这些项目的额外估计成本约为5100万美元。额外估计费用的最大部分与先前宣布的钢梁失效项目有关。截至2018年3月31日，B&W的六个可再生能源项目的状况如下：

• 第一个项目是丹麦的一个废物转化为能源的工厂，估计已经完成了97%，目标是在2018年中期完成
• 第二个项目是英国的一个生物质工厂，估计已完成86%，目标是在2018年中期完成
• 第三个项目是丹麦的一个生物质发电厂，预计已完成98%，目标是在2018年中期完成
• 第四个项目是英国的一个生物质工厂，预计已完成88%，目标是在2018年中期完成
• 第五个项目是英国的一个生物质工厂，估计已完成61%，目标是在2018年底完成
• 第六个项目是英国的一个废物转化为能源的工厂，估计已完成81%，目标是在2018年下半年完成

B&W不仅打算寻求保险赔偿，还计划向客户寻求额外的救济，并将在适当和可行的情况下寻求其他索赔。对于B&W可能实现的赔偿金额，无法保证。5100万美元的额外可再生能源项目成本没有考虑到任何可能减轻这些损失的潜在恢复。在B&W的电力和工业部门，截至2018年第一季度的业绩在很大程度上符合预期，B&W重申了之前对这些部门的指导：

• 电力：与2017年相比，收入下降5%，持平；毛利率约20%
• 工业：收入较2017年增长14%至19%；毛利率接近20%

Given the additional costs discussed above, B&W is withdrawing its 2018 guidance for the Renewable segment and is updating its 2018 consolidated adjusted EBITDA guidance to a range of $20 million to $40 million. Beginning with the release of its first quarter 2018 results, the Company will provide segment level EBITDA that will allow investors to better assess segment performance.

As of March 31, 2018, B&W had estimated cash and cash equivalents, net of restricted cash, of $37 million and $177 million outstanding under its revolving credit facilities.  Upon completion of the rights offering, B&W expects its cash and cash equivalents, cash flows from operations, proceeds from asset sales and its borrowing capacity under the bank credit facility will be sufficient to meet its liquidity needs for at least the next 12 months.

Strategic Alternatives

B&W continues to make progress with the possible divestitures of its MEGTEC and Universal businesses. In addition, the Company continues to evaluate potential options regarding non-core assets. 

Amendment with First-Lien Lenders

On April 10, 2018, B&W and its first-lien lenders entered into an amendment and waiver of its revolving credit facility to provide B&W additional time to complete the amended rights offering, to continue to permit access to the revolving line of credit to meet liquidity needs and to waive covenant violations in first quarter and amend future covenants. Additional information regarding the amendment and waiver will be included in a subsequent Form 8-K that will be filed with the SEC later this week. 

Forward-Looking Statements

The financial data for the quarter ended March 31, 2018 included in this release is preliminary and subject to change as the Company closes its books and prepares its financial statements for the quarter ended March 31, 2018, and actual results for may differ materially.

Additionally, B&W cautions that this release contains forward-looking statements, including, without limitation, statements relating to our strategic objectives; our business execution model; management’s expectations regarding the industries in which we operate; our guidance and forecasts; our projected operating margin improvements, savings and restructuring costs; covenant compliance; potential charges; and project execution. These forward-looking statements and the consequences of certain of these matters are based on management’s current expectations and involve a number of risks and uncertainties, including, among other things, our actual results for the quarter ended March 31, 2018, which are subject to change in connection with the process of closing the books and finalizing the financial statements for such period; our ability to successfully complete our rights offering and repay our second-lien term loan; our ability to maintain sufficient sources of liquidity to fund our operations, including sufficient bonding and surety capacity to meet customer requirements; our ability to realize anticipated savings and operational benefits from our restructuring plans and other cost-savings initiatives; our ability to successfully capitalize on the strategic alternative evaluation of our MEGTEC and Universal business lines as well as certain non-core and other assets; our ability to mitigate the losses incurred in connection with our portfolio of renewable energy contracts, including our ability to recover from our insurers, obtain relief from customers or recover from our subcontractors; our ability to successfully integrate and realize the expected synergies from acquisitions; our ability to realize the benefits of expected cross-selling opportunities from acquisitions; our ability to successfully address productivity and schedule issues in our Renewable segment, including our efforts to enhance its resources and infrastructure and the ability to complete our Renewable energy projects within the expected timeframe and at the estimated costs; the actual cost impacts of the matters identified in this release on the renewable energy projects, including the amount of any recovery from third parties; timely completion of engineering work; productivity of subcontractors; timely completion of engineering work; productivity of subcontractors; our ability to successfully refine our the execution model of our Renewable segment; our ability to meet performance guarantees; our ability to successfully partner with third parties to win and execute renewable projects; changes in the jurisdictional mix of our income and losses; disruptions experienced with customers and suppliers; claims by third parties; the inability to retain key personnel; adverse changes in the industries in which we operate; and delays, changes or termination of contracts in backlog. If one or more of these risks or other risks materialize, actual results may vary materially from those expressed. For a more complete discussion of these and other risk factors, see B&W’s filings with the Securities and Exchange Commission, including our most recent annual report on Form 10-K and subsequent quarterly reports on Form 10-Q. B&W cautions not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and undertakes no obligation to update or revise any forward-looking statement, except to the extent required by applicable law.

Non-GAAP Financial Measures

B&W has provided full year adjusted EBITDA guidance of $20 million to $40 million. It is not possible for B&W to identify the amount or significance of future adjustments associated with potential mark to market adjustments to our pension and other postretirement benefit plan liabilities or other non-routine costs that we adjust in our presentation of adjusted EBITDA. These items are dependent on future events and/or market inputs that are not reasonably estimable at this time. Accordingly, B&W is unable to reconcile without unreasonable effort its forecasted range of adjusted EBITDA for the full year to a comparable GAAP range. However, items excluded from adjusted EBITDA guidance include the historical adjustments previously disclosed such as interest, income taxes, depreciation, amortization, restructuring and spin costs, acquisition and integration costs, financial advisory services, gains or losses on asset sales, including any related expenses, goodwill and other asset impairments, litigation settlements and mark-to-market adjustments of pension and other postretirement benefit plan liabilities.  B&W’s full-year adjusted EBITDA guidance also excludes the following estimable adjusting items: spin and restructuring costs of approximately $8.2 million, financial advisory services costs of approximately $9.4 million, the gain on the sale of BWBC (a former Chinese joint venture) of $4.5 million, and additional acquisition integration costs of less than $1 million.

About B&W

Headquartered in Charlotte, N.C., Babcock & 威尔科克斯 is a global leader in energy and environmental technologies and services for the power and industrial markets. Follow us on Twitter @Babcock威尔科克斯 and learn more at www.babcock.com.