JWCA advises BWX Technologies, Inc. on its debut upsized $1.1 billion zero-coupon convertible and capped call, and concurrent amended and extended $1.25 billion revolving credit facility

November 2025 | read press release

Transaction Background

BWX Technologies, Inc. (“the Company”) successfully raised $1.1bn (exclusive of greenshoe) in the convertible market at very attractive terms (0.00% coupon and 32.5% conversion premium) and entered into an upsized $1.25bn company-friendly amended and extended revolving credit facility ("RCF") 

The Company took advantage of strong underlying convertible market conditions and meaningful momentum in its stock price to successfully execute its first convertible bond issuance

BWXT’s objectives included:

  • Opportunistically repay existing indebtedness under the existing credit facility creating significant interest expense savings

  • Increase revolver size and obtain greater flexibility in an amended RCF

  • Add cash to the balance sheet at a very low cost of capital

  • Protect against future equity dilution through a derivative overlay

The Company engaged J. Wood Capital Advisors to assist in the structuring, negotiation, documentation and overall execution of both transactions; providing extensive analysis on deal structuring and related items, including:

  • Convertible and derivative overlay structuring

  • Convertible, capped call and revolver documentation to ensure maximum value and future efficiency/flexibility for the company

  • Credit agreement negotiation to achieve favorable terms

  • Accounting and tax analyses

  • Execution timing, strategy, and syndicate structure

JWCA designed and ran a capped call auction process to achieve competitive terms

JWCA also ran an RFP process concurrently with the convertible execution for the Company’s amended and extended credit facility, designing the upsized RCF to close in conjunction with the convertible offering

Results

BWXT’s debut convertible offering was extremely well-received by investors, attracting significant fundamental demand, ultimately leading to upsizing the deal

  • The 0.00% coupon represented the low end of the marketed coupon range and the 32.5% conversion premium priced above the marketed premium range (25.0 – 30.0%)

  • BWXT’s stock closed down ~1% compared to comparable transactions trading down ~5 – 10%

JWCA’s deal structuring and capped call auction strategy delivered significant economic savings and meaningfully minimized dilution risk

JWCA facilitated an amend & extend of the existing credit facility into a larger revolver only facility, increasing the size to $1.25bn from original $1.0bn at launch, extending maturity, and improving existing terms to be more company-friendly – optimizing flexibility and outcome