0001486957-16-000030.txt : 20160919 0001486957-16-000030.hdr.sgml : 20160919 20160919065052 ACCESSION NUMBER: 0001486957-16-000030 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160915 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant FILED AS OF DATE: 20160919 DATE AS OF CHANGE: 20160919 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BWX Technologies, Inc. CENTRAL INDEX KEY: 0001486957 STANDARD INDUSTRIAL CLASSIFICATION: ENGINES & TURBINES [3510] IRS NUMBER: 800558025 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-34658 FILM NUMBER: 161890701 BUSINESS ADDRESS: STREET 1: 800 MAIN STREET STREET 2: 4TH FLOOR CITY: LYNCHBURG STATE: VA ZIP: 24504 BUSINESS PHONE: 980-365-4300 MAIL ADDRESS: STREET 1: 800 MAIN STREET STREET 2: 4TH FLOOR CITY: LYNCHBURG STATE: VA ZIP: 24504 FORMER COMPANY: FORMER CONFORMED NAME: Babcock & Wilcox Co DATE OF NAME CHANGE: 20100311 8-K 1 a8-k_asrx91616.htm 8-K Document


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
 __________________________________________________ 
FORM 8-K
 __________________________________________________ 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 15, 2016
 __________________________________________________ 
 BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter) 
  __________________________________________________ 
DELAWARE
 
001-34658
 
80-0558025
(State of Incorporation
or Organization)
 
(Commission
File Number)
 
(I.R.S. Employer
Identification No.)
 
 
 
 
 
800 MAIN STREET, 4TH FLOOR
 
 
 
 
LYNCHBURG, VIRGINIA
 
 
 
24504
(Address of Principal Executive Offices)
 
 
 
(Zip Code)

Registrant's telephone number, including area code (980) 365-4300

  __________________________________________________ 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): 
-
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
-
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
-
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
-
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 1.01    Entry into a Material Definitive Agreement.

On September 15, 2016, BWX Technologies, Inc. (the "Company") entered into a $200 million accelerated share repurchase agreement (the "ASR Agreement") with Wells Fargo Bank, National Association ("Wells Fargo"). The Company will acquire the shares under the ASR Agreement pursuant to its previously announced $300 million share repurchase authorization.

Pursuant to the terms of the ASR Agreement, on September 16, 2016, the Company paid Wells Fargo $200 million in cash and received approximately 4,135,435 shares of the Company’s common stock. The final number of shares to be repurchased will be based on the volume-weighted average stock price of the Company's common stock during the term of the ASR Agreement, less a customary discount. At settlement, under certain circumstances, Wells Fargo may be required to deliver additional shares of common stock to the Company, or under certain circumstances, the Company may be required to deliver shares of common stock or to make a cash payment, at its election, to Wells Fargo. Final settlement of the ASR Agreement is expected to be completed in the first quarter of 2017, although the settlement may be accelerated at Wells Fargo's option.

The ASR Agreement contains provisions customary for agreements of this type, including provisions for adjustments to the transaction terms, the circumstances generally under which the ASR Agreement may be accelerated, extended or terminated early by Wells Fargo and various acknowledgments, representations and warranties.

From time to time, Wells Fargo and/or its affiliates have engaged, or may engage in the future, in investment and/or commercial banking transactions with the Company for which they have received, or may receive, customary compensation, fees and expense reimbursement.

Item 2.03    Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information in Item 1.01 is incorporated herein by reference.



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 thereunto duly authorized.

 
BWX TECHNOLOGIES, INC.
 
 
 
 
By:
 
/s/ Jason S. Kerr
 
 
 
Jason S. Kerr
 
 
 
Vice President and Chief Accounting Officer

Date: September 19, 2016