UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
______________________________________________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On March 24, 2020, BWX Technologies, Inc. (the “Company”) entered into an Amendment No. 1 to Credit Agreement (the “Amendment”), which amends the Credit Agreement dated May 24, 2018 (the “Credit Facility”) with Wells Fargo Bank, N.A., as administrative agent, and the other lenders party thereto. The Credit Facility originally provided for a $500 million senior secured revolving credit facility (the “Revolving Credit Facility”), a $50 million U.S. dollar senior secured term loan A made available to the Company (the “USD Term Loan”) and a $250 million (U.S. dollar equivalent) Canadian dollar senior secured term loan A made available to BWXT Canada Ltd. (the “CAD Term Loan”).
The Amendment, among other things, (1) provides additional commitments to increase the Revolving Credit Facility by $250 million, such that the Revolving Credit Facility is now $750 million; (2) extends the maturity date of the Revolving Credit Facility to March 24, 2025; (3) removes BWXT Canada Ltd. as a borrower under the Revolving Credit Facility; (4) modifies the applicable margin for borrowings under the Revolving Credit Facility to be, at the Company’s option, either (i) the Eurocurrency rate plus a margin ranging from 1.0% to 1.75% per year or (ii) the base rate plus a margin ranging from 0.0% to 0.75% per year, in each case depending on the Company’s leverage ratio; and (5) modifies the commitment fee on the unused portion of the Revolving Credit Facility to range from 0.15% to 0.225% per year, depending on the Company’s leverage ratio.
Except as amended by the Amendment, the remaining terms of the Credit Facility remain in full force and effect. The preceding description of the Amendment is a summary and is qualified in its entirety by the Amendment, 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.
| Item 8.01 | Other Events |
On March 25, 2020 the Company issued a press release announcing the closing of the Amendment. 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. |
(d) Exhibits
| 10.1 | Amendment No. 1 to Credit Agreement, dated as of March 24, 2020, among BWX Technologies, Inc. as administrative borrower, BWXT Canada Ltd., as the Canadian borrower, Wells Fargo Bank, N.A., as administrative borrower and the other lenders party thereto. | |
| 99.1 | Press Release dated March 25, 2020. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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/ Jason S. Kerr | ||
| Jason S. Kerr | |||
| Vice President and Chief Accounting Officer | |||
Date: March 25, 2020