Current Report Filing (8-k)
October 12 2022 - 4:31PM
Edgar (US Regulatory)
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0001486957
2022-10-12
2022-10-12
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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): October 12, 2022
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified
in its charter)
_____________________________________________________________________________
Delaware |
001-34658 |
80-0558025 |
(State or other jurisdiction |
(Commission |
(IRS Employer |
of incorporation) |
File Number) |
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) |
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|
¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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|
¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered
pursuant to Section 12(b) of the Act: |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
Common Stock, $0.01 par value |
BWXT |
New York Stock Exchange |
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 |
¨ |
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. |
On
October 12, 2022, BWX Technologies, Inc. (the “Company”) entered into an Amended and Restated Credit Agreement (the
“New Credit Facility”) with Wells Fargo Bank, National Association, as administrative agent, and the other lenders party thereto,
which amends and restates the Company’s existing secured credit facility (the “Prior Credit Facility”).
The
New Credit Facility includes a $750.0 million senior secured revolving credit facility (the “New Revolving Credit Facility”)
and a $250.0 million senior secured term A loan (the “New Term Loan”). The New Credit Facility and New Term Loan
are scheduled to mature on October 12, 2027. The proceeds from the New Term Loan were used to repay outstanding indebtedness under
the Prior Credit Facility. The Company’s obligations under the New Credit Facility are guaranteed, subject to certain exceptions,
by substantially all of the Company’s present and future wholly owned domestic restricted subsidiaries. The New Credit Facility
is secured by first-priority liens on certain assets owned by the Company and the guarantors (other than its subsidiaries comprising a
portion of its Government Operations segment).
Outstanding
loans under the New Credit Facility will bear interest at the Company’s option at either (i) the Term SOFR rate plus a
credit spread adjustment of 0.10% plus a margin ranging from 1.00% to 1.75% per year or (ii) the base rate (the highest of
(x) the administrative agent’s prime rate, (y) the Federal Funds rate plus 0.50% and (z) the Term SOFR rate for
a one-month tenor plus a credit spread adjustment of 0.10% plus 1.00%) plus a margin ranging from 0.00% to 0.75% per year. In
addition, the Company will be charged (1) a commitment fee of between 0.15% and 0.225% per year on the unused portion of the
New Revolving Credit Facility, (2) a letter of credit fee of between 1.00% and 1.75% per year with respect to the amount of
each financial letter of credit issued under the New Revolving Credit Facility, and (3) a letter of credit fee of between 0.75%
and 1.05% per year with respect to the amount of each performance letter of credit or commercial letter of credit issued under the
New Revolving Credit Facility. The applicable margin for loans, the commitment fee and the letter of credit fees set forth above
will vary quarterly based on the Company’s consolidated total net leverage ratio.
The
Company will be required to make quarterly amortization payments on the New Term Loan in an amount equal to (i) 0.625% of the aggregate
principal amount of the New Term Loan on the last business day of each quarter beginning the quarter ending March 31, 2023 and ending
the quarter ending December 31, 2024 and (ii) 1.25% of the aggregate principal amount of the New Term Loan on the last business
day of each quarter ending after December 31, 2024, with the balance of the New Term Loan due at maturity. The Company may prepay
all loans under the New Credit Facility at any time without premium or penalty (other than customary Term SOFR rate breakage costs), subject
to notice requirements.
The
New Credit Facility contains representations and warranties, affirmative and negative covenants and events of default that the Company
considers customary for an agreement of this type, including covenants setting a maximum consolidated total net leverage ratio and a minimum
consolidated interest coverage ratio. If any event of default occurs, the lenders will be permitted to terminate their commitments under
the New Credit Facility, accelerate all outstanding obligations under the New Credit Facility and exercise other rights and remedies,
including the commencement of foreclosure or other actions against the collateral.
As of October 12, 2022, outstanding borrowings under the New Credit Facility totaled $570 million, comprised of $250 million under the
New Term Loan and $320 million under the New Revolving Credit Facility, as well as in $37 million in letters of credit issued under the
New Revolving Credit Facility. As a result, as of October 12, 2022, the Company had $393 million available under the New Revolving Credit
Facility for borrowings and to meet letter of credit requirements.
The
preceding description of the New Credit Facility is a summary and is qualified in its entirety by the New Credit Facility, a copy of which
is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement. |
The information provided under Item 1.01 above
is incorporated by reference into this Item 2.03.
On
October 12, 2022 the Company issued a press release announcing the closing of the New Credit Facility. A copy of the press
release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
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. |
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|
|
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By: |
/s/ Robb A. LeMasters |
|
|
Robb A. LeMasters |
|
|
Senior Vice President and Chief Financial Officer |
Date:
October 12, 2022
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