Item 7.01. Regulation FD Disclosure.

On June 9, 2020, BWX Technologies, Inc. (the "Company") commenced an offering pursuant to exemptions from the registration requirements of the Securities Act of 1933, as amended (the "Offering") for the issuance of up to $400 million aggregate principal amount of senior notes due 2028 (the "Notes").

In connection with the Offering, the Company disclosed certain information to prospective investors in a preliminary offering memorandum dated June 9, 2020. The preliminary offering memorandum disclosed certain information that supplements or updates certain prior disclosures of the Company. Pursuant to Regulation FD, the Company is furnishing herewith excerpts of certain information presented in the preliminary offering memorandum as Exhibit 99.1 to this Form 8-K.




 Item 8.01 Other Information.

On June 9, 2020, the Company issued a press release announcing its intention to offer up to $400 million aggregate principal amount of Notes in the Offering. The Notes will be 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 Company intends to use the net proceeds from the Offering (1) to repay in full all indebtedness outstanding under its senior secured term loans, (2) to repay a portion of the amount outstanding under the senior secured revolving credit facility and (3) to pay all fees and expenses related to the Offering. There can be no assurance that the Offering will be completed. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated by reference herein.

The information contained in this report, including the exhibit 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.

Item 9.01 Financial Statements and Exhibits.






(d)  Exhibits



  99.1        Excerpts from preliminary offering memorandum of BWX Technologies,
            Inc., dated June 9, 2020.
  99.2        Press Release dated June 9, 2020.
104         Cover Page Interactive Data File - the cover page XBRL tags are
            embedded within the Inline XBRL Document

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