BETHESDA, Md., April 4, 2019 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) announced today that its Board of
Directors has approved a second amendment to the Company's Section
382 Rights Agreement (the "Rights Plan") designed to preserve
Centrus' substantial tax assets associated with net operating loss
carryforwards ("NOLs") under Section 382 of the Internal Revenue
Code ("Section 382"). The amendment extends the Rights Plan through
April 5, 2022. The Rights Plan is
similar to plans adopted by other public companies with significant
NOLs.
Pursuant to U.S. federal income tax rules, Centrus' use of
certain tax assets could be substantially limited if the Company
experiences an "ownership change" (as defined in Section 382). In
general, an ownership change occurs if the ownership of Centrus'
stock by "5 percent shareholders" increases by more than 50 percent
over the lowest percentage owned by such shareholders at any time
during the prior three years on a rolling basis. Centrus expects to
submit the amendment to the Rights Plan for shareholder
ratification at its 2020 Annual Meeting of Stockholders.
Additional information regarding the amendment to the Rights
Plan will be contained in a Form 8-K and in an amendment to
Registration Statement on Form 8-A that Centrus is filing with the
Securities and Exchange Commission.
About Centrus Energy
Centrus 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 capabilities, Centrus offers turnkey
engineering and advanced manufacturing solutions to its customers.
The Company 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 news release contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934 -
that is, statements related to future events. In this context,
forward-looking statements may address our expected future business
and financial performance, and often contain words such as
"expects", "anticipates", "intends", "plans", "believes", "will",
"should", "could", "would" or "may" and other words of similar
meaning. Forward-looking statements by their nature address matters
that are, to different degrees, uncertain. For Centrus Energy
Corp., particular risks and uncertainties that could cause our
actual future results to differ materially from those expressed in
our forward-looking statements include: risks related to our
significant long-term liabilities, including material unfunded
defined benefit pension plan obligations and postretirement health
and life benefit obligations; risks related to the use of our net
operating loss ("NOLs") carryforwards and net unrealized built-in
losses ("NUBILs") to offset future taxable income and the use of
the Rights Agreement (as defined herein) to prevent an "ownership
change" as defined in Section 382 of the Internal Revenue Code of
1986, as amended (the "Code") and our ability to generate taxable
income to utilize all or a portion of the NOLs and NUBILs prior to
the expiration thereof; risks related to the limited trading
markets in our securities; risks related to our ability to maintain
the listing of our Class A Common Stock on the NYSE American LLC
(the "NYSE American"); risks related to decisions made by our Class
B stockholders regarding their investment in the Company based upon
factors that are unrelated to the Company's performance; risks
related to the Company's capital concentration; the continued
impact of the March 2011 earthquake
and tsunami in Japan on the
nuclear industry and on our business, results of operations and
prospects; the impact and potential extended duration of the
current supply/demand imbalance in the market for low-enriched
uranium ("LEU"); risks relating to our sales order book, including
uncertainty concerning customer actions under current contracts and
in future contracting due to market conditions and lack of current
production capability; risks related to financial difficulties
experienced by customers, including possible bankruptcies,
insolvencies or any other inability to pay for our products or
services; pricing trends and demand in the uranium and enrichment
markets and their impact on our profitability; movement and timing
of customer orders; risks related to the value of our intangible
assets related to the sales order book and customer relationships;
risks associated with our reliance on third-party suppliers to
provide essential services to us; risks related to existing or new
trade barriers and contract terms that limit our ability to deliver
LEU to customers; risks related to actions, including government
reviews, that may be taken by the U.S. government, the
Russian government or other governments that could affect our
ability to perform or the ability of our sources of supply to
perform under their contract obligations to us, including the
imposition of sanctions, restrictions or other requirements; the
impact of government regulation including by the U.S. Department of
Energy ("DOE") and the U.S. Nuclear Regulatory Commission;
uncertainty regarding our ability to commercially deploy
competitive enrichment technology; risks that we will be unable to
obtain new business opportunities, achieve market acceptance of our
services or that services provided by others will render our
services obsolete or noncompetitive; risks that we will not be able
to timely complete the work that we are obligated to perform;
failures or security breaches of our information technology
systems; potential strategic transactions, which could be difficult
to implement, disrupt our business or change our business profile
significantly; the outcome of legal proceedings and other
contingencies (including lawsuits and government investigations or
audits); the competitive environment for our products and services;
changes in the nuclear energy industry; the impact of financial
market conditions on our business, liquidity, prospects, pension
assets and insurance facilities; risks related to the
identification of a material weakness in our internal controls over
financial reporting; the risks of revenue and operating results
fluctuating significantly from quarter to quarter, and in some
cases, year to year; and other risks and uncertainties discussed in
this and our filings with the Securities and Exchange Commission,
including our annual report on Form 10-K and quarterly reports on
Form 10-Q, which are available on our website at
www.centrusenergy.com. We do not undertake to update our
forward-looking statements except as required by law.
CONTACT
Jeremy
Derryberry (301) 564-3392
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SOURCE Centrus Energy Corp.