UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
______________________________________________________________________________
CURRENT REPORT
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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 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BWX TECHNOLOGIES, INC. | |||
| By: | /s/ Thomas E. McCabe | ||
| Thomas E. McCabe | |||
| Senior Vice President, General Counsel, Chief Compliance Officer and Secretary |
Date: June 12, 2020