BETHESDA, Md., Oct. 20, 2021 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) ("Centrus" or the "Company") announced
that the Company is commencing today a tender offer to purchase all
of its outstanding Series B Senior Preferred Stock, par value
$1.00 per share (the "Series B
Preferred Shares"), at a price per Series B Preferred Share
(inclusive of any rights to accrued but unpaid dividends) of
$1,145.20, less any applicable
withholding taxes. The aggregate liquidation preference per Series
B Preferred Share (including accrued but unpaid dividends) was
$1,347.29 as of September 30, 2021. The tender offer will expire
at 5:00 p.m., Eastern Standard Time,
on Thursday, November 18, 2021,
unless the offer is extended. Tenders of Series B Preferred Shares
must be made prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration time, in each case,
in accordance with the procedures described in the tender offer
materials. The Company intends to pay for the shares repurchased in
the tender offer with available cash.
Stockholders whose Series B Preferred Shares are purchased in
the tender offer will be paid $1,145.20 in cash, less any applicable
withholding taxes, for each share (inclusive of any rights to
accrued but unpaid dividends) after the expiration of the tender
offer. As of September 30, 2021,
there were 37,847 Series B Preferred Shares outstanding, with an
aggregate liquidation preference of approximately $51.0 million or approximately $1,347.29 per share, consisting of (i)
approximately $37.8 million original
liquidation preference and (ii) approximately $13.2 million of cumulative accrued unpaid
dividends.
Concurrently with the tender offer, the Company is also
soliciting consents from holders of the Series B Preferred Shares
to amend (the "Series B Preferred Amendment") the certificate of
designation of the Series B Preferred Shares (the "Certificate of
Designation") from and after the effective date of the Series B
Preferred Amendment to: (i) cease any obligation to pay dividends
on Series B Preferred Shares (other than the payment of accrued
dividends in connection with a redemption or distribution of assets
upon liquidation, dissolution or winding up), (ii) permit the
Company to redeem Series B Preferred Shares during the 90 days
following the date of effectiveness of the Series B Preferred
Amendment at the same redemption price per share as the tender
offer (plus provision for additional accrued dividends), (iii)
remove the prohibition on the declaration and payment of dividends
on junior stock of the Company, which includes all shares of the
Company's capital stock defined as "Common Stock" in the Company's
Amended and Restated Certificate of Incorporation, or the
redemption, purchase or acquisition of such junior stock, and (iv)
remove the restriction on redemption, purchase or acquisition of
capital stock of the Company ranking on parity with the Series B
Preferred Shares.
Pursuant to the terms of the Certificate of Designation, the
consent of holders of at least 90% of the outstanding Series B
Preferred Shares is required to approve the Series B Preferred
Amendment. Therefore, one of the conditions to the adoption of the
Series B Preferred Amendment is the receipt of the consent of
holders of at least 90% of the outstanding Series B Preferred
Shares. If the Series B Preferred Amendment is approved, the
Company currently intends to redeem all Series B Preferred Shares
that remain outstanding following the consummation of the tender
offer at the reduced redemption price referred to in clause (ii)
above.
D.F. King & Co., Inc. is serving as information agent for
the tender offer and Computershare Trust Company, N.A. is serving
as the depositary for the tender offer. Once commenced, please
direct all questions relating to the tender offer to the
information agent, D. F. King & Co., Inc. toll-free at (800)
967-5074; banks and brokers may call D.F. King at (212) 269-5550,
or via e-mail at centrus@dfking.com.
The tender offer will not be contingent upon the receipt of
financing or any minimum number of Series B Preferred Shares being
tendered. However, the tender offer and consent solicitation are
subject to a number of other terms and conditions, which will be
described in detail in the offer to purchase for the tender offer
and consent solicitation. Specific instructions and a complete
explanation of the terms and conditions of the tender offer will be
contained in the offer to purchase, the related letter of
transmittal and other related materials, which will be mailed to
stockholders of record promptly after commencement of the tender
offer.
While the Centrus Board of Directors has authorized Centrus to
make the tender offer and consent solicitation, neither Centrus,
its board of directors, the depository, nor the information agent
makes any recommendation as to whether to tender and consent to the
Series B Preferred Amendment or refrain from tendering Series B
Preferred Shares. Centrus has not authorized any person to make any
such recommendation. Stockholders must make their own decision as
to whether to tender some or all of their Series B Preferred Shares
and consent to the Series B Preferred Amendment. In doing so,
stockholders should consult their own financial and tax advisors
and read carefully and evaluate the information in the tender offer
and consent solicitation documents, when available.
Additional Information Regarding the Tender Offer
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell Centrus Series
B Preferred Shares or any other securities, and it is neither an
offer to purchase nor a solicitation of an offer to sell Centrus
Series B Preferred Shares or any other securities. Centrus has
filed a tender offer statement on Schedule TO, including an offer
to purchase, letter of transmittal and related materials, with the
United States Securities and Exchange Commission (the "SEC"). The
tender offer and consent solicitation are only made pursuant to the
offer to purchase, letter of transmittal and consent and related
materials filed as a part of the Schedule TO. Stockholders should
read carefully the offer to purchase, letter of transmittal and
consent and related materials because they contain important
information, including the various terms of, and conditions to, the
tender offer and consent solicitation. Stockholders may obtain a
free copy of the tender offer statement on Schedule TO, the offer
to purchase, letter of transmittal and other documents that Centrus
has filed with the SEC at the SEC's website at www.sec.gov or from
the Centrus website at www.centrusenergy.com or from the
information agent for the tender offer.
About Centrus
Centrus Energy is a trusted supplier of nuclear fuel and
services for the nuclear power industry. Centrus provides value to
its utility customers through the reliability and diversity of its
supply sources – helping them meet the growing need for clean,
affordable, carbon-free electricity. Since 1998, the Company has
provided its utility customers with more than 1,750 reactor years
of fuel, which is equivalent to 7 billion tons of coal. With
world-class technical and engineering capabilities, Centrus is also
advancing the next generation of centrifuge technologies so that
America can restore its domestic uranium enrichment capability in
the future. Find out more at www.centrusenergy.com.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. In this context, forward-looking
statements mean statements related to future events, and often
contain words such as "expects," "anticipates," "intends," "plans,"
"believes," "will," "should," "could," "would," or "may" and other
words of similar meaning. These statements include statements
regarding the terms and timing of completion of the tender offer
and consent solicitation, including acceptance of purchase of the
Series B Preferred Shares, the expected expiration time and the
satisfaction or waiver of certain conditions to the tender offer
and consent solicitation, and the Company's intention to redeem all
Series B Preferred Shares that remain outstanding following
consummation of the tender offer. Forward-looking statements by
their nature address matters that are, to different degrees,
uncertain. Particular risks and uncertainties that could cause
results to differ from those expressed in these financial
statements include conditions in financial markets, response by
Series B Preferred holders to the tender offer and consent
solicitation and other factors described in the Company's filings
with the Securities and Exchange Commission. These factors may not
constitute all factors that could cause actual results to differ
from those discussed in any forward-looking statement. Accordingly,
forward-looking statements should not be relied upon as a predictor
of actual results. Readers are urged to carefully review and
consider the various disclosures made in this report and in our
other filings with the Securities and Exchange Commission that
attempt to advise interested parties of the risks and factors that
may affect our business. We do not undertake to update our
forward-looking statements to reflect events or circumstances that
may arise after the date of this release, except as required by
law.
Centrus Investor Contacts:
Investors: Dan Leistikow (301)
564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301)
564-3392 or GeislerLR@centrusenergy.com
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SOURCE Centrus Energy Corp.