BWX Technologies launches $500 million notes offering and tender offers

On November 4, 2026, BWX Technologies, Inc. launched a private offering of $500 million aggregate principal amount of senior unsecured notes due 2034. The company said the notes will be guaranteed by each of its present and future wholly-owned subsidiaries that are obligors under its existing credit agreement. The timing, size and terms of the offering are subject to market conditions.

The same day, BWX Technologies commenced cash tender offers for any and all of its outstanding 4.125% Senior Notes due 2028 and 4.125% Senior Notes due 2029, along with solicitations of consents to proposed amendments to the indentures governing those notes. Each series has $400 million outstanding.

BWX Technologies is soliciting consents to eliminate substantially all restrictive covenants and certain events of default in each indenture, and to accelerate its ability to satisfy and discharge the indentures. Consents must be received for a majority in principal amount of each series. The company said it expects to execute supplemental indentures promptly after the expiration time, assuming the requisite consents are received.

The offers expire at 5:00 p.m. New York City time on November 10, 2026, unless extended or earlier terminated. Each series' consideration is a fixed spread of 50 basis points over the applicable Treasury reference yield, set at 3:00 p.m. New York City time on November 10, 2026, plus accrued and unpaid interest. The company said it expects the settlement date to be November 13, 2026.

The company said its obligation to accept and pay for the notes is subject to successful completion of the new notes offering, with net proceeds that, together with cash on hand, are sufficient in its reasonable judgment to fund the purchases. The company said it may waive any condition, in whole or in part, subject to applicable law. The new notes offering is not conditioned on the consummation of the tender offers. The company said no assurance can be given that the new notes offering will be completed.