Item 1.01 Entry into a Material Definitive Agreement.
Senior Notes
On June 12, 2020, BWX Technologies, Inc. (the "Company") issued $400 million
aggregate principal amount of its 4.125% senior notes due 2028 (the "Notes")
pursuant to an Indenture, dated June 12, 2020 (the "Indenture"), among the
Company, the guarantors party thereto and U.S. Bank National Association, as
Trustee. The Notes are guaranteed by each of the Company's present and future
direct and indirect wholly owned domestic subsidiaries that is a guarantor under
that certain credit agreement, dated as of May 24, 2018, among the Company,
certain of the Company's subsidiaries, Wells Fargo Bank, N.A., as administrative
agent, and the other lenders party thereto (the "Credit Facility") as amended by
Amendment No. 1 to the Credit Facility, dated as of March 24, 2020. The Notes
were offered and sold either to persons reasonably believed to be "qualified
institutional buyers" pursuant to Rule 144A under the Securities Act of 1933, as
amended (the "Securities Act") or to persons outside the United States under
Regulation S of the Securities Act.
Interest on the Notes will be payable semi-annually in cash in arrears on June
30 and December 30 of each year, commencing on December 30, 2020, at a rate of
4.125% per annum. The Notes will mature on June 30, 2028. The Company used the
net proceeds from the offering of the Notes (1) to repay in full all
indebtedness outstanding under its senior secured term loans, (2) to repay a
portion of the amount outstanding under its senior secured revolving credit
facility and (3) to pay all fees and expenses related to the offering.
The Company may redeem the Notes, in whole or in part, at any time on or after
June 30, 2023 at a redemption price equal to (i) 102.063% of the principal
amount to be redeemed if the redemption occurs during the twelve-month period
beginning on June 30, 2023, (ii) 101.031% of the principal amount to be redeemed
if the redemption occurs during the twelve-month period beginning on June 30,
2024 and (iii) 100.000% of the principal amount to be redeemed if the redemption
occurs on or after June 30, 2025, in each case plus accrued and unpaid interest,
if any, to, but excluding, the redemption date. At any time prior to June 30,
2023, the Company may also redeem up to 40% of the Notes with net cash proceeds
of certain equity offerings at a redemption price equal to 104.125% of the
principal amount of the Notes to be redeemed, plus accrued and unpaid interest,
if any, to, but excluding, the redemption date. In addition, at any time prior
to June 30, 2023, the Company may redeem the Notes, in whole or in part, at a
redemption price equal to 100% of the principal amount of the Notes to be
redeemed, plus accrued and unpaid interest, if any, to, but excluding, the
redemption date plus an applicable "make-whole" premium.
The Indenture contains customary events of default, including, among other
things, payment default, failure to comply with covenants or agreements
contained in the Indenture or the Notes and certain provisions related to
bankruptcy events. The Indenture also contains customary negative covenants.
The information contained in this report, including the exhibits hereto, shall
not constitute an offer to sell, or a solicitation of an offer to purchase, any
Notes in any jurisdiction in which such an offer, solicitation or sale would be
unlawful.
The preceding description of the Indenture and the Notes is a summary and is
qualified in its entirety by the Indenture and the form of Notes, copies of
which are filed as Exhibit 4.1 and Exhibit 4.2 hereto and are incorporated by
reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The disclosure contained in Item 1.01 above relating to the Notes and the
Indenture is incorporated herein by reference.
Item 8.01 Other Events.
On June 12, 2020, the Company issued a press release announcing the closing of
the Notes offering. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
4.1 Indenture, dated June 12, 2020, among BWX Technologies, Inc., each of
the guarantors party thereto and U.S. Bank National Association, as
trustee.
4.2 Form of 4.125% Senior Notes Due 2028 (included in Exhibit 4.1).
99.1 Press Release dated June 12, 2020.
104 Cover Page Interactive Data File - the cover page XBRL tags are
embedded within the Inline XBRL Document© Edgar Online, source Glimpses
BWX TECHNOLOGIES, INC. 
