Bonds
BWX Technologies Moves to Repurchase 2028 and 2029 Notes for Cash
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BWX Technologies (BWXT ) announced on November 4, 2026 that it had commenced any-and-all cash tender offers for its 4.125% senior notes due 2028 and 4.125% senior notes due 2029, each with $400 million of principal outstanding. It is simultaneously seeking consents to amendments that would eliminate substantially all restrictive covenants and certain events of default in each indenture and accelerate its ability to satisfy and discharge notes not purchased.
The repurchases depend on conditions including successful completion of an offering of one or more series of senior guaranteed unsecured notes. Net proceeds, together with cash on hand, must be sufficient in BWXT’s reasonable judgment to fund accepted repurchases, effect satisfaction and discharge or covenant defeasance for the indentures and notes left outstanding, and pay related costs. Completion of the new offering is not assured, and that offering is not conditioned on completion of the tender offers and consent solicitations.
Pricing and Settlement
Consideration per $1,000 principal amount will be calculated from a fixed spread over the yield to maturity of the applicable U.S. Treasury reference security. The reference terms for each series are:
| Notes | U.S. Treasury reference security | Fixed spread |
|---|---|---|
| 4.125% senior notes due 2028 | 4.125% U.S. Treasury notes due June 30, 2028 | +50 basis points |
| 4.125% senior notes due 2029 | 3.875% U.S. Treasury notes due April 15, 2029 | +50 basis points |
Pricing will be determined at 3:00 p.m. New York City time on November 10, 2026. Accrued and unpaid interest through, but excluding, the settlement date will be paid in addition to the consideration. The offers expire at 5:00 p.m. New York City time that day unless extended or earlier terminated. BWXT expects settlement on November 13, 2026, the second business day after expiration. The company may waive conditions and may amend, extend or terminate the offers and solicitations subject to applicable law.
Consent Thresholds and Untendered Notes
A valid tender automatically delivers consent to all proposed amendments for that series. Holders cannot deliver consents without tendering the related notes, withdrawing a tender revokes its consent, and selective consent to only some amendments is invalid because the changes are presented as one proposal. Adoption requires consents from holders of at least a majority in aggregate principal amount of each series. If the amendments become operative after the consenting notes are paid for on settlement, they bind every holder of that series, including holders that did not tender.
If the requisite consents are obtained and the amendments become operative, BWXT intends to satisfy and discharge the applicable indenture on the settlement date, releasing the note guarantees. Notes not purchased may then be satisfied and discharged more than one year before maturity.
Without the requisite consents for a series, BWXT instead intends covenant defeasance. Remaining holders would continue receiving interest on each scheduled interest payment date and principal on the stated maturity date, but would lose the benefit of restrictive covenants and related events of default removed through defeasance and of the guarantees once its conditions are satisfied. The amendments are not required for covenant defeasance, and there is no assurance that either satisfaction and discharge or covenant defeasance will be completed for either series.
The consent thresholds apply separately, so the 2028 and 2029 series can follow different routes. A failed vote does not by itself preserve the existing protections under BWXT’s stated plan: covenant defeasance requires no amendments, while completion of the new-notes offering remains a central condition for the cash repurchases.
