BWX Technologies issues $500M senior notes due 2034
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
BWX Technologies, Inc. issued $500 million of 6.500% Senior Notes due November 15, 2034, using net proceeds and cash on hand to purchase tendered notes due 2028 and 2029, discharge notes not purchased, and pay related costs. It accepted $370.591 million of the $400 million outstanding before the offers for the 2028 notes and $371.309 million of the $400 million outstanding for the 2029 notes.
Supplemental indentures removed substantially all restrictive covenants and certain events of default under the older notes and accelerated the company’s ability to satisfy and discharge notes not purchased. BWX Technologies deposited U.S. dollar-denominated government securities sufficient to pay principal, any premium, and accrued interest through maturity; the company and guarantors were released from their obligations under the older notes and indentures. The new notes pay interest semi-annually beginning May 15, 2027, and their indenture limits certain liens, sale-leaseback transactions, and mergers or asset sales, subject to exceptions.
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Positive
- None.
Negative
- Moderate pointThe new notes carry a 6.500% coupon, compared with 4.125% on the tendered notes.
8-K Event Classification
Key Figures
Key Terms
Consent Solicitation financial
Supplemental Indenture financial
satisfaction and discharge financial
qualified institutional buyers regulatory
sale and leaseback transactions financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much of BWXT’s 2028 and 2029 notes did it accept in the tender offers?
What are the early redemption terms for BWXT’s 6.500% notes?
When does interest begin on BWXT’s 6.500% notes, and how often is it paid?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________
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| of incorporation) | File Number) | Identification No.) |
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Registrant’s
telephone number, including area code: (
____________________________________________________________________________
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)) |
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Securities registered pursuant to Section 12(b) of the Act: | ||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement
Supplemental Indentures to Existing Indentures
On November 11, 2026, BWX Technologies, Inc. (the “Company”) announced that it had received the requisite consents (the “Requisite Consents”) for the adoption of certain proposed amendments (the “Proposed Amendments”) to each of the indentures (the “Existing Indentures”) governing its outstanding 4.125% Senior Notes due 2028 (the “2028 Notes”) and 4.125% Senior Notes due 2029 (the “2029 Notes” and, together with the 2028 Notes, the “Existing Notes”) in its previously announced Tender Offer and Consent Solicitation (each as defined herein).
As previously announced, on November 4, 2026, the Company commenced (i) offers to purchase for cash any and all of its outstanding Existing Notes (the “Tender Offer”) and (ii) solicitations of consents (the “Consent Solicitation”) to the Proposed Amendments to the Existing Indentures. As a result of receiving the Requisite Consents for each series of Existing Notes, the Company entered into supplemental indentures (each, a “Supplemental Indenture” and together, the “Supplemental Indentures”) to each of the Existing Indentures to (i) eliminate substantially all of the restrictive covenants and certain events of default in each of the Existing Indentures and (ii) accelerate its ability to satisfy and discharge the Existing Indentures and the Existing Notes that were not purchased in the Tender Offer.
In accordance with the terms of the Existing Indentures, the Company has irrevocably deposited with the trustee under the Existing Indentures U.S. dollar-denominated government securities in such amounts as will be sufficient without consideration of any reinvestment of interest to pay and discharge the entire indebtedness on each series of Existing Notes for principal, premium, if any, and accrued interest to the applicable maturity of each series of Existing Notes. As a result, the Company and the guarantors of the Existing Notes have been released from their respective obligations under the Existing Notes and the Existing Indentures pursuant to the satisfaction and discharge provisions thereunder.
The foregoing description of the Supplemental Indentures does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the copies of the Supplemental Indentures attached hereto as Exhibits 4.1 and 4.2, respectively.
Senior Notes Indenture
On November 13, 2026, the Company issued $500,000,000 aggregate principal amount of 6.500% Senior Notes due 2034 (the “Notes”). The Notes were issued pursuant to an Indenture, dated as of November 13, 2026 (the “Indenture”), among the Company, the Guarantors (as defined below) and U.S. Bank Trust Company, National Association, as trustee. The Notes are guaranteed by each of the Company’s present and future wholly owned subsidiaries that are obligors under the Company’s existing credit agreement (collectively, the “Guarantors”). The Notes were offered and sold in the United States to persons reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) and to persons outside the United States under Regulation S of the Securities Act.
Interest on the Notes is payable semi-annually in arrears on May 15 and November 15 of each year, commencing on May 15, 2027, at a rate of 6.500% per annum. The Notes will mature on November 15, 2034. The Company used the net proceeds from the offering of the Notes, together with cash on hand, to (i) fund the purchase of the Existing Notes that were validly tendered and accepted for purchase in the Tender Offer, (ii) effect the satisfaction and discharge of the Existing Indentures and the Existing Notes that were not purchased in the Tender Offer, and (iii) pay the costs and expenses incurred in connection therewith.
On or after November 15, 2029, the Company may redeem all or any portion of the Notes at the redemption prices set forth in the Indenture. Prior to November 15, 2029, the Company may redeem all or any portion of the Notes at a price equal to 100% of the aggregate principal amount of the Notes being redeemed, plus a make-whole premium and accrued and unpaid interest, if any, to, but excluding, the redemption date. Prior to November 15, 2029, the Company may also redeem up to 40% of the Notes at a price equal to 106.500% of the aggregate principal amount of the Notes plus accrued and unpaid interest, if any, to, but excluding, the redemption date, in an amount not to exceed the proceeds of certain equity offerings.
The terms of the Indenture limit the ability of the Company and its restricted subsidiaries, as applicable, to (i) incur or permit to exist certain liens, (ii) enter into certain sale and leaseback transactions and (iii) consolidate, amalgamate, merge or sell all or substantially all assets. These covenants are subject to a number of important limitations and exceptions that are described in the Indenture. The Indenture also contains customary events of default, including, among other things, payment default and certain provisions related to bankruptcy events.
The foregoing description of the Indenture and the Notes does not purport to be complete and is subject to, and is qualified in its entirety by reference to, the copies of the Indenture and the Form of Note attached hereto as Exhibits 4.3 and 4.4, respectively.
Item 1.02 Termination of a Material Definitive Agreement
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 3.03 Material Modification to Rights of Security Holders
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 8.01 Other Events
On November 11, 2026, the Company issued a press release announcing the pricing, expiration and results of the Tender Offer and Consent Solicitation. 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:
| Exhibit No. |
Description |
| 4.1 | Supplemental Indenture No. 6, dated as of November 10, 2026, among BWX Technologies, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 4.125% Senior Notes due 2028. |
| 4.2 | Supplemental Indenture No. 5, dated as of November 10, 2026, among BWX Technologies, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, relating to the 4.125% Senior Notes due 2029. |
| 4.3 | Indenture, dated as of November 13, 2026, among BWX Technologies, Inc., the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee, relating to the 6.500% Senior Notes due 2034. |
| 4.4 | Form of 6.500% Senior Notes due 2034 (included within Exhibit 4.3). |
| 99.1 | Press release dated November 11, 2026. |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in 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. | |||
| Dated: | November 13, 2026 | /s/ Michael T. Fitzgerald | |
| Name: | Michael T. Fitzgerald | ||
| Title: | Senior Vice President and Chief Financial Officer | ||
Exhibit 99.1
BWX Technologies, Inc. Announces Pricing Terms, Expiration and Results of Cash Tender Offers and Consent Solicitations for Its 4.125% Senior Notes due 2028 and 4.125% Senior Notes due 2029
November 11, 2026
LYNCHBURG, Va.--(BUSINESS WIRE)--Nov. 11, 2026-- BWX Technologies, Inc. (NYSE: BWXT) (“BWXT”) announced today the pricing terms, expiration and results of its previously announced (i) offers to purchase for cash (the “Offers”) from each holder and beneficial owner (each, a “Holder”) any and all of its outstanding 4.125% Senior Notes due 2028 (CUSIP Nos. 05605H AB6 / U12213 AB7) (the “2028 Notes”) and 4.125% Senior Notes due 2029 (CUSIP Nos. 05605H AC4 / U12213 AC5) (the “2029 Notes” and, together with the 2028 Notes, the “Notes” and each, a “Series”) and (ii) solicitations (the “Solicitations”) of consents (“Consents”) to certain proposed amendments to each of the indentures governing the Notes (as amended or supplemented, the “Indentures”).
The Offers and the Solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement, dated November 4, 2026 (the “Statement”). Capitalized terms used but not defined in this press release have the meanings given to them in the Statement.
The Offers and the Solicitations expired at 5:00 p.m., New York City time, on November 10, 2026 (the “Expiration Time”). Withdrawal rights for the Offers and revocation rights for the Solicitations expired at the Expiration Time, and accordingly, Notes validly tendered in the Offers and Consents validly delivered in the Solicitations may no longer be withdrawn or revoked except where additional withdrawal or revocation rights are required by law.
Subject to the satisfaction or waiver of certain conditions described in the Statement, and outlined further below, BWXT has accepted for purchase any and all of the Notes validly tendered and not withdrawn as set forth in the table below under “Principal Amount Tendered” (the “Accepted Notes”).
Title of Notes | CUSIP | Aggregate Principal Amount Outstanding Prior to the Offers | UST Reference Security | Bloomberg Reference Page | Fixed Spread (bps) (1) | Reference Yield | Consideration (per $1,000 Principal Amount of Notes) (1) | Principal Amount Tendered | ||||||||||||||||
| 4.125% Senior Notes due 2028 | 05605H AB6 / U12213 AB7 | $ | 400,000,000 | 4.125% U.S. Treasury Notes due June 30, 2028 | FIT 4 | +50 | 4.713 | % | $ | 983.15 | $ | 370,591,000 | ||||||||||||
| 4.125% Senior Notes due 2029 | 05605H AC4 / U12213 AC5 | $ | 400,000,000 | 3.875% U.S. Treasury Notes due April 15, 2029 | FIT 5 | +50 | 4.761 | % | $ | 974.44 | $ | 371,309,000 | ||||||||||||
| 1. | The “Consideration” per $1,000 principal amount of Accepted Notes has been calculated as described in the Statement. The Consideration does not include accrued and unpaid interest on such Accepted Notes from the last interest payment date to, but not including, the Settlement Date, which will be paid in addition to the Consideration. |
The Consideration was determined at 3:00 p.m., New York City time, on November 10, 2026. Holders of Accepted Notes will receive the Consideration, plus accrued and unpaid interest on such Accepted Notes from the last interest payment date to, but not including, November 13, 2026, the second business day following the Expiration Time (the “Settlement Date”). Interest will cease to accrue on the Settlement Date for all Accepted Notes. Accepted Notes purchased in the Offers will be cancelled.
BWXT has also received the Requisite Consents to adopt the Proposed Amendments with respect to each Series of Notes. BWXT has executed and delivered to the trustee a New Supplemental Indenture to each Indenture. The New Supplemental Indentures became effective upon execution and the Proposed Amendments will become operative when the Notes with respect to which Consents have been delivered are paid for on the Settlement Date.
BWXT’s obligation to accept for purchase, and to pay for, Notes and Consents validly tendered or delivered and not validly withdrawn or revoked pursuant to the Offers and the Solicitations is subject to the satisfaction or waiver of certain conditions described in the Statement, including the successful completion of the New Notes Offering and certain general conditions, each as described in the Statement. BWXT may waive any condition, in whole or in part, with respect to either or both Series. No assurance can be given that the New Notes Offering will be completed. The New Notes Offering is not conditioned upon the consummation of the Offers and the Solicitations.
BWXT has retained D.F. King & Co., Inc. as the tender and information agent, and J.P. Morgan Securities LLC as the sole dealer manager and the sole solicitation agent, for the Offers and the Solicitations. Requests for copies of the Statement and questions about tender procedures may be directed to D.F. King & Co., Inc. at (212) 993-9750 (banks and brokers) or (800) 628-8532 (toll-free), or by email at BWXT@dfking.com. Copies are also available at www.dfking.com/BWXT. Questions about the terms of the Offers and the Solicitations may be directed to J.P. Morgan Securities LLC at (212) 834-7489 (collect) or (866) 834-4666 (toll-free).
This press release is for informational purposes only. This press release shall not constitute an offer to buy or a solicitation of an offer to sell any Notes, a solicitation of Consents with respect to the Notes or the Proposed Amendments, or an offer to sell or the solicitation of an offer to buy any other securities, including the New Notes. The New Notes to be issued in the New Notes Offering have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. In no event will the information contained in this press release regarding the New Notes Offering constitute an offer to sell or a solicitation of an offer to buy any securities in the New Notes Offering.
No representation is made as to the correctness or accuracy of the CUSIP numbers listed in this press release or printed on the Notes. They are provided solely for the convenience of the reader.
Forward-Looking Statements
This press release contains forward-looking statements based on BWXT’s current expectations and assumptions. These include statements about the conduct, terms, timing and completion of the Offers and the Solicitations, the operativeness of the Proposed Amendments, the proposed New Notes Offering, and the intended use of the net proceeds from the New Notes Offering. Forward-looking statements can generally be identified by words such as “estimate,” “project,” “predict,” “believe,” “expect,” “anticipate,” “plan,” “seek,” “goal,” “could,” “intend,” “may,” “would,” “should,” “will” or other words that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and other factors, many of which are beyond BWXT’s control, that could cause actual results to differ materially from those expressed or implied. These factors include market conditions, prevailing interest rates and fluctuations in the price of U.S. Treasury securities. They also include BWXT’s ability to complete the New Notes Offering on acceptable terms or at all and the satisfaction or waiver of the conditions to the Offers and the Solicitations. As a contractor to the U.S. Government, BWXT is also subject to risks that include, without limitation, budget uncertainty, the risk of future budget cuts, the impact of continuing resolution funding mechanisms and the debt ceiling, the risk of government shutdowns, including the risk of program cancellations, schedule delays, production halts and other disruptions and nonpayment and changing funding and acquisition priorities. For more information on these and other risks and uncertainties, see “Risk Factors” in BWXT’s Annual Report on Form 10-K for the year ended December 31, 2025 and its subsequent filings with the Securities and Exchange Commission. You should not place undue reliance on forward-looking statements, which speak only as of the date of this press release. Except as required by applicable law, BWXT does not intend, and undertakes no obligation, to update or revise any forward-looking statement to reflect events or circumstances after the date of this press release, whether as a result of new information, future events or otherwise.
About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. A U.S.-based company with more than 11,000 employees, BWXT is a Fortune 1000 and Defense News Top 100 manufacturing and engineering innovator that provides safe and effective nuclear solutions for global security, clean energy, nuclear medicine, space exploration and environmental restoration. BWXT owns and operates 19 manufacturing facilities globally, and its 14 strategic partnerships support the U.S. and Canadian governments at more than two dozen additional locations.
View source version on businesswire.com: https://www.businesswire.com/news/home/20261111337299/en/
Media Contact
John Dobken
Senior Manager, Media & Public Relations
202.428.6913
jcdobken@bwxt.com
Investor Contact
Chase Jacobson
Vice President, Investor Relations
980.365.4300
investors@bwxt.com
Source: BWX Technologies, Inc.