Much Needed Fire Under Babcock & Wilcox

Item 3. Source and Amount of Funds or Other Consideration.

The 2,121,802 Shares purchased by Series One were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted, as set forth in Schedule A, which is incorporated by reference herein. The aggregate purchase price of the 2,121,802 Shares beneficially owned by Series One is approximately $6,990,652, including brokerage commissions. The aggregate purchase price of the call options currently exercisable onto 393,500 Shares beneficially owned by Series One, as further described in Item 6 below, is approximately $633,980, including brokerage commissions.

VIEX Capital has purchased 310,959 Shares on behalf of a managed account with working capital in open market purchases. The aggregate purchase price of such 310,959 Shares is approximately $1,176,808, including brokerage commissions.

Item 4. Purpose of Transaction.

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.

The Reporting Persons believe that significant value exists in the Shares based on its strong global position in its industrial, power and renewable businesses.  However, in order for value to be realized in light of recent execution issues in the Issuer’s renewable segment and the decline in the Issuer’s share price, the Reporting Persons believe the Board must take immediate action to monetize assets and make aggressive cost reductions, including corporate overhead, to enhance liquidity.   The Reporting Persons expect the Board to act most expeditiously on these fronts. To the extent the Board does not present a credible plan on cost reductions and asset divestitures on the Issuer’s Q3 earnings call in November 2017, the Reporting Persons may seek to reconstitute the Board at the Issuer’s 2018 annual meeting of stockholders.

No Reporting Person has any present plan or proposal which 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. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer’s financial position and investment strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons’ investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition) or operations of the Issuer, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.