As filed with the Securities and Exchange
Commission on June 17, 2020
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Centrus Energy Corp.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
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52-2107911
(I.R.S. Employer Identification
Number)
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6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
(Address, including zip code, and telephone
number, including area code, of the registrant’s principal executive offices)
Philip O. Strawbridge
Senior Vice President, Chief Financial
Officer, Chief Administrative Officer and Treasurer
Centrus Energy Corp.
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
(Name, address, including zip code,
and telephone number, including area code, of agent for service)
Copy to:
C. Brophy Christensen, Esq.
O’Melveny & Myers LLP
Two Embarcadero Center, 28th
Floor
San Francisco, California 94111
(415) 984-8700
From time to time after this Registration
Statement becomes effective.
(Approximate date of commencement
of proposed sale to the public)
If the only securities
being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box. ¨
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed
to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective
amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration
statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with
the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective
amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional
classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark
whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company”
in Rule 12b-2 of the Securities Exchange Act of 1934:
Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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x
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Smaller reporting company
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x
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Emerging Growth Company
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¨
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If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of each class of
securities to be registered
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Amount to
be
Registered
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Proposed Maximum
Offering Price per Unit
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Proposed Maximum
Aggregate Offering Price
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Amount of
Registration
Fee
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Class A Common Stock, par value $0.10 per share
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(1)
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(2)
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(2)
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—
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Series A Participating Cumulative Preferred Stock, par value $1.00 per share
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(1)
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(2)
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(2)
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—
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Preferred Stock, par value $0.10 per share
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(1)
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(2)
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(2)
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—
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Debt Securities
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(1)
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(2)
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(2)
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—
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Warrants
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(1)
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(2)
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(2)
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—
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Rights
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(1)
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(2)
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(2)
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—
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Units
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(1)
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(2)
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(2)
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—
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Offering Total:
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(1)
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(2)
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$100,000,000
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$12,980(3)
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(1)
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This registration statement registers such indeterminate number of shares of Class A common stock,
preferred stock, Series A Participating Cumulative Preferred Stock, such indeterminate principal amount of debt securities and
such indeterminate number of warrants or rights to purchase common stock, preferred stock or debt securities, and such indeterminate
number of units as shall have an aggregate initial offering price not to exceed $100,000,000 or the equivalent in foreign currencies.
If any debt securities are issued at an original issue discount, then the principal amount of such debt securities shall be in
such amount as shall result in an aggregate in initial offering price not to exceed $100,000,000, less the aggregate dollar amount
of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or as units with other
securities registered hereunder. Any securities registered hereunder may be sold separately or as units with other securities registered
hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount
of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion
or exchange, upon exercise of warrants or rights, pursuant to the antidilution provisions of any such securities or pursuant to
the Section 382 Rights Agreement of the Company, as amended.. In addition, pursuant to Rule 416 under the Securities Act, the shares
being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with
respect to the securities being registered hereunder as a result of stock splits, stock dividends or similar transactions.
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(2)
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The proposed maximum aggregate offering price per class of security will be determined from time
to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified
as to each class of security pursuant to General Instruction II.D. of Form S-3 under the Securities Act of 1933, as amended, or
the Securities Act.
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(3)
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Calculated pursuant to Rule 457(o) under the Securities Act.
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The Registrant hereby amends this Registration Statement
on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities
Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange
Commission, acting pursuant to said Section 8(a), may determine.
The information in this
prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities nor does it seek an offer
to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED JUNE 17, 2020
PROSPECTUS
Centrus Energy Corp.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From time to time, we may offer and sell
up to $100,000,00 in aggregate of the securities described in this prospectus separately or together in any combination, in one
or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This prospectus provides a general description
of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements to this prospectus.
We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement. Prospectus supplements
may also add, update or change information in this prospectus. You should carefully read this prospectus and the applicable prospectus
supplement, together with any documents incorporated by reference herein, before you invest in our securities.
Our common stock is listed on The
NYSE American LLC, or the NYSE American, under the symbol “LEU.” On June 17, 2020, the last reported sale price
of our common stock was $10.38 per share. The applicable prospectus supplement will contain information, where applicable, as
to the listing of any other securities covered by the prospectus supplement other than our common stock on the NYSE American
or any other securities exchange.
Investing in any of our securities involves
a high degree of risk. Please read carefully the section entitled “Risk Factors” on page 6 of this prospectus, the
“Risk Factors” section contained in the applicable prospectus supplement and the information included and incorporated
by reference in this prospectus.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
TABLE OF CONTENTS
About This
Prospectus
This prospectus is part of a registration
statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration
or continuous offering process. Under this shelf registration process, we may, from time to time, sell any combination of the securities
described in this prospectus in one or more offerings up to a total aggregate offering price of $100,000,000.
This prospectus provides a general description
of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements to this prospectus.
We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement. Prospectus supplements
may also add, update or change information in this prospectus. If the information varies between this prospectus and the accompanying
prospectus supplement, you should rely on the information in the accompanying prospectus supplement.
Before purchasing any securities, you should
carefully read both this prospectus and any prospectus supplement, together with the additional information described under the
heading “Information We Incorporate by Reference.” You should rely only on the information contained or incorporated
by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on behalf of us or to
which we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different information.
If anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you. You should assume that the information
contained in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on its respective
cover, and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference,
unless we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those
dates. This prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference
is made to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under the heading “Where You Can Find More Information.”
This prospectus and any applicable prospectus
supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities
to which they relate. We are not making offers to sell common stock or any other securities described in this prospectus in any
jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so or to anyone to whom
it is unlawful to make an offer or solicitation.
Unless otherwise expressly indicated or
the context otherwise requires, we use the terms “Centrus,” the “Company,” “we,” “us,”
“our” or similar references to refer to Centrus Energy Corp. and its subsidiaries.
Where You
Can Find More Information
We have filed our registration statement
on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We also file annual, quarterly and
current reports, proxy statements and other information with the SEC. You may read and copy any document that we file with the
SEC, including the registration statement and the exhibits to the registration statement, at the SEC’s Public Reference Room
located at 100 F Street, N.E., Washington D.C. 20549. You may obtain further information on the operation of the Public Reference
Room by calling the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s web site at www.sec.gov.
These documents may also be accessed on our web site at www.centrusenergy.com. Information contained on our web site is not incorporated
by reference into this prospectus and you should not consider information contained on our web site to be part of this prospectus.
This prospectus and any prospectus supplement
are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us as indicated above. Forms of any indenture or other documents
establishing the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an
amendment to our registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus
by reference.
Information
We Incorporate By Reference
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information
to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus.
Any statement contained herein or in a document incorporated or deemed to be incorporated by reference into this document will
be deemed to be modified or superseded for purposes of the document to the extent that a statement contained in this document or
any other subsequently filed document that is deemed to be incorporated by reference into this document modifies or supersedes
the statement. We incorporate by reference in this prospectus the following information (other than, in each case, documents or
information deemed to have been furnished and not filed in accordance with SEC rules):
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our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC
on March 27, 2020);
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the information specifically incorporated by reference into our Annual Report on Form 10-K for
the year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A (filed with the SEC on April 29, 2020);
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our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (filed with the SEC
on May 12, 2020);
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our
Current Report on Form 8-K filed with the SEC on April 14, 2020 (only with respect to Items 1.01 and 3.03 thereof);
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our
Form 8A12B-A, filed with the SEC on April 14,
2020; and
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the description of the securities of the Company
contained in Exhibit 4.14 of our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 27,
2020).
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We also incorporate by reference each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act of 1934, as amended, or the Exchange Act, on or after the date of this prospectus and prior to
the termination of the offerings under this prospectus and any prospectus supplement. These documents include periodic reports,
such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements.
We will not, however, incorporate by reference in this prospectus any documents or portions thereof that are not deemed “filed”
with the SEC, including any information furnished pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after
the date of this prospectus unless, and except to the extent, specified in such Current Reports.
We will provide to each person, including
any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered a copy of any of these filings
(other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference as an exhibit to this prospectus)
at no cost, upon a request to us by writing or telephoning us at the following address and telephone number:
Centrus Energy Corp.
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
Special
Note Regarding Forward-Looking Statements
This prospectus, including the documents
incorporated by reference herein, may contain or incorporate “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,
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 but are not limited
to the following, which may be amplified by the novel coronavirus (COVID-19) pandemic: risks related to our significant long-term
liabilities, including material unfunded defined benefit pension plan obligations and postretirement health and life benefit obligations;
risks relating to our 8.25% notes (the “8.25% Notes”) maturing in February 2027 and our Series B Senior Preferred Stock;
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 and our Series B Senior
Preferred 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; risks related to natural and other disasters, including 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”); our dependence on others for deliveries of LEU including deliveries from the Russian government-owned entity
TENEX, Joint-Stock Company (“TENEX”), under a commercial supply agreement with TENEX and deliveries under a long-term
supply agreement with Orano Cycle (“Orano”); 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
United States government, the Russian government or other governments that could affect our ability to perform under our contract
obligations 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, and risks relating to the potential expiration of the 1992 Russian Suspension
Agreement (“RSA”) and/or a renewal of the RSA on terms not favorable to us or legislation imposing new or increased
limits on imports of Russian LEU; risks related to our ability to sell the LEU we procure pursuant to our purchase obligations
under our supply agreements; 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 or delays in making timely payment; 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 products
and services to us; 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 and uncertainties regarding funding for deployment of the American Centrifuge technology and our ability to perform and absorb
costs under our agreement with DOE to demonstrate the capability to produce high assay low enriched uranium (“HALEU”)
and our ability to obtain and/or perform under other agreements; risks relating to whether or when government or commercial demand
for HALEU will materialize; the potential for further demobilization or termination of our American Centrifuge work; risks related
to our ability to perform and receive timely payment under agreements with DOE or other government agencies, including risk and
uncertainties related to the ongoing funding of the government and potential audits; the competitive bidding process associated
with obtaining a federal contract; risks related to our ability to perform fixed-price and cost-share contracts, including the
risk that costs could be higher than expected; risks that we will be unable to obtain new business opportunities or achieve market
acceptance of our products and services or that products or services provided by others will render our products or 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; risks related to pandemics and other health crises, such as the global COVID-19
pandemic; 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; 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 other filings with the Securities and Exchange Commission, including under Part 1. Item1A - “Risk Factors”
in our Annual Report on Form 10-K for the year ended December 31, 2019.
These factors may not constitute all factors
that could cause actual results to differ from those discussed in any forward-looking statement. All written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements
disclosed under “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2019, as
such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and
Exchange Commission, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus
supplement. Accordingly, forward-looking statements should be 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
prospectus, except as required by law.
Centrus
Energy Corp.
Centrus Energy Corp., a Delaware corporation
(“Centrus” or the “Company”), is a trusted supplier of nuclear fuel and services for the nuclear power
industry. References to “Centrus”, the “Company”, “our”, or “we” include Centrus
Energy Corp. and its wholly owned subsidiaries as well as the predecessor to Centrus, unless the context otherwise indicates.
Centrus operates two business segments:
(a) low-enriched uranium (“LEU”), which supplies various components of nuclear fuel to utilities, and (b) technical
solutions, which provides advanced engineering, design, and manufacturing services to government and private sector customers.
Our LEU segment provides most of the Company’s
revenue and involves the sale of separative work units (“SWU”) and occasionally LEU to utilities operating commercial
nuclear power plants. The company also sells natural uranium to other nuclear fuel related companies.
LEU is a critical component in the production
of nuclear fuel for reactors that produce electricity. We supply LEU to both domestic and international utilities for use in nuclear
reactors worldwide. We provide LEU from multiple sources including our inventory, medium- and long- term supply contracts and spot
purchases. As a long-term supplier of LEU to our customers, our objective is to provide value through the reliability and diversity
of our supply sources. Our long-term goal is to resume commercial enrichment production, and we are exploring approaches to that
end.
Our technical solutions segment utilizes
the unique technical expertise, operational experience and specialized facilities that we developed over nearly two decades as
part of our uranium enrichment technology program. We are leveraging these capabilities to expand and diversify our business beyond
uranium enrichment, offering new services to existing and new customers in complementary markets.
With the specialized capabilities and workforce
at our Technology and Manufacturing Center in Oak Ridge, Tennessee, we are performing technical, engineering and manufacturing
services for a range of commercial and government customers and actively working to secure new customers. Our experience developing,
licensing, manufacturing and operating advanced nuclear components and systems positions us to provide critical design, engineering,
manufacturing and other services to a broad range of potential clients, including those involving sensitive or classified technologies.
This work includes design, engineering, manufacturing and licensing services support for advanced reactor and fuel fabrication
projects as well as decontamination and decommissioning (“D&D”) work.
With several decades of experience in enrichment,
we continue to be a leader in the development of an advanced U.S. uranium enrichment technology, which we believe could play a
critical role in supplying fuel for advanced reactors, meeting U.S. national and energy security needs, and achieving our nation’s
nonproliferation objectives.
Our principal executive office is located
at 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817, and our telephone number is (301) 564-3200. Our website is www.centrusenergy.com.
However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus,
any accompanying prospectus supplement or any free writing prospectus or incorporated into any other filing that we submit to the
SEC.
Risk Factors
Investing in our securities involves a
high degree of risk. Before making an investment decision, you should carefully consider any risk factors set forth in the applicable
prospectus supplement and the documents incorporated by reference in this prospectus, including the factors discussed under the
heading “Risk Factors” in our most recent Annual Report on Form 10-K and each subsequently filed Quarterly Report on
Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange. See “Where You Can Find More Information” and “Information We Incorporate By Reference.”
Each of the risks described in these documents could materially and adversely affect our business, financial condition, results
of operations and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties
not presently known to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial
performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results
or trends in future periods.
Use Of Proceeds
We will retain broad discretion over the
use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified in any prospectus supplement,
we currently intend to use the net proceeds from the sale of our securities offered under this prospectus for working capital and
general corporate purposes including, but not limited to, capital expenditures, working capital, repayment of indebtedness, potential
acquisitions and other business opportunities. Pending any specific application, we may initially invest funds in short-term marketable
securities or apply them to the reduction of indebtedness.
Description
Of Capital Stock
The authorized capital
stock of Centrus Energy Corp. consists of (a) 100,000,000 shares of common stock, par value $0.10 per share, of which 70,000,000
shares are classified as Class A Common Stock, and 30,000,000 shares are classified as Class B Common Stock, and (b) 20,000,000
shares of preferred stock, par value $1.00 per share, of which 2,000,000 shares have been designated Series A Participating Cumulative
Preferred Stock, and 104,547 shares of which have been designated Series B Senior Preferred Stock. The Class A Common Stock is
registered pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and trades on the NYSE American platform
under the symbol “LEU.”
The following description
of the terms of our securities is not complete and is qualified in its entirety by reference to the Company’s Amended and
Restated Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s Third Amended and Restated
Bylaws (the “Bylaws”), and the Rights Agreement (as defined below), all of which are exhibits to our Annual Report
on Form 10-K.
Class A Common Stock
The holders of Class
A Common Stock are entitled to one vote for each outstanding share of Class A Common Stock owned by that stockholder on every matter
properly submitted to the stockholders for their vote, except for any amendment for the Certificate of Incorporation that relates
solely to the terms of one or more outstanding series of Preferred Stock or Class B Common Stock. Generally, all matters to be
voted on by stockholders, other than the election of directors, must be approved by a majority in voting power of the stock represented
and entitled to vote. However, questions governed expressly by provisions of the Certificate of Incorporation, bylaws, applicable
stock exchange rules or applicable law require approval as set forth in the applicable governing document, stock exchange
rule or law. The holders of Class B Common Stock currently are entitled to elect up to one director, which right is subject
to change based on certain holding requirements. Otherwise, the directors are elected by a plurality of votes cast on the election
of directors.
Subject to the rights
of the holders of any series of Preferred Stock outstanding at any time, the holders of Class A Common Stock and Class B Common
Stock will be entitled share ratably, based upon the number of shares held, in such dividends and other distributions of cash or
any other right or property as may be declared by the Board of Directors out of the assets or funds legally available for such
dividends or distributions, with sharing equally in such dividends or distributions. The Company is not permitted to pay dividends
on the Common Stock while any shares of Series B Preferred Stock are outstanding. The Company currently has shares of Series B
Preferred Stock outstanding.
In the event of any
voluntary or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of Class A Common Stock
and Class B Common Stock would be entitled to share ratably, based upon the number of shares held, in assets that are legally available
for distribution to stockholders after payment of liabilities. If there is any preferred stock outstanding at such time, holders
of the preferred stock may be entitled to distribution and/or liquidation preferences. The Company currently has shares of Series
B Preferred Stock outstanding with a liquidation preference.
The Certificate of
Incorporation does not provide for any conversion, sinking fund, redemption, preference, preemptive right, or right of subscription
for the Class A Common Stock. Issued and outstanding shares of Class B Common Stock convert into shares of Class A Common Stock
upon transfer to a party other than the current Class B stockholders and their respective affiliates.
Provisions of the Company’s Certificate
of Incorporation, Bylaws and Delaware Law that May Have an Anti-Takeover Effect
Certificate of Incorporation
and Bylaws. The Certificate of Incorporation and Bylaws provide that a special meeting of stockholders may be called
only by the Chairman, the President, the Board of Directors or a committee empowered by the Board of Directors to call a special
meeting. Stockholders are not permitted to call, or to require that the Board of Directors call, a special meeting of stockholders.
In the event that levels
of foreign ownership of the Company’s stock established by the Certificate of Incorporation are exceeded, the Board of Directors
has the right to take certain actions with respect to such ownership. These actions include requesting information from holders
(or proposed holders) of the Company’s securities, refusing to permit the transfer of securities by such holders, suspending
or limiting voting rights of such holders, redeeming or exchanging shares of the Company’s stock owned by such holders on
terms set forth in the Certificate of Incorporation, and taking other actions that deemed necessary or appropriate to ensure compliance
with the foreign ownership restrictions.
Delaware Takeover
Statute. The Company is subject to Section 203 of the Delaware General Corporation Law (the “DGCL”),
which, subject to certain exceptions, prohibits a Delaware corporation from engaging in any “business combination”
(as defined below) with any “interested stockholder” (as defined below) for a period of three years following the date
that such stockholder became an interested stockholder, unless: (i) prior to such date, the Board of Directors of the corporation
approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder;
(ii) on consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested
stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding
for purposes of determining the number of shares outstanding those shares owned (x) by persons who are directors and also
officers and (y) by employee stock plans in which employee participants do not have the right to determine confidentially
whether shares held subject to the plan will be tendered in a tender or exchange offer; or (iii) on or subsequent to such
date, the business combination is approved by the Board of Directors and authorized at an annual or special meeting of stockholders,
and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the
interested stockholder.
Section 203 of
the DGCL defines “business combination” to include: (i) any merger or consolidation involving the corporation
and the interested stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation
involving the interested stockholder; (iii) subject to certain exceptions, any transaction that results in the issuance or
transfer by the corporation of any stock of the corporation to the interested stockholder; (iv) any transaction involving
the corporation that has the effect of increasing the proportionate share of the stock of any class or series of the corporation
beneficially owned by the interested stockholder; or (v) the receipt by the interested stockholder of the benefit of any loans,
advances, guarantees, pledges or other financial benefits provided by or through the corporation. In general, Section 203
of the DGCL defines an “interested stockholder” as any entity or person beneficially owning 15% or more of the outstanding
voting stock of the corporation and any entity or person affiliated with or controlling or controlled by such entity or person.
Rights to Acquire Series A Participating
Cumulative Preferred Stock
Centrus has adopted
a Section 382 stockholders rights plan and declared a dividend distribution of one right for each outstanding share of our
common stock to stockholders of record on April 6, 2016. Each right entitles its holder, under the circumstances described below,
to purchase from us one one-thousandth of a share of our Series A Participating Cumulative Preferred Stock, par value $1.00 per
share, at an exercise price of $18.00 per right, subject to adjustment. The terms of the rights are set forth in a Section 382
Rights Agreement between us, Computershare, Inc. and Computershare Trust Company, N.A., as amended (the “Rights Agreement”).
The rights plan is
intended to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial
owner of 4.99% or more of common stock, with certain exceptions. The rights initially trade together with the common stock and
are not exercisable. In the absence of further action by the Board, the rights would generally become exercisable and allow a holder
to acquire shares of a new series of the Company’s preferred stock if any person or group acquires 4.99% or more of the outstanding
shares of the Company’s common stock, or if a person or group that already owns 4.99% or more of the Company’s Class
A Common Stock acquires additional shares representing 0.5% or more of the outstanding shares of the Company’s Class A Common
Stock. The rights beneficially owned by the acquirer would become null and void, resulting in significant dilution in the ownership
interest of such acquirer.
The
Board may exempt any acquisition of the Company’s common stock from the provisions of the Rights Agreement if it determines
that doing so would not jeopardize or endanger the Company’s use of its tax assets or is otherwise in the best interests
of the Company. The Board also has the ability to amend or terminate the Rights Agreement prior to a triggering event. Unless earlier
terminated or extended in accordance with the Rights Agreement, the rights issued under the Rights Agreement expire on June 30,
2021.
Description
Of Debt Securities
The following description, together with
the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions
of the debt securities that we may offer in one or more series under this prospectus. When we offer to sell a particular series
of debt securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate
in the supplement to what extent the general terms and provisions described in this prospectus apply to a particular series of
debt securities.
We may issue debt securities either separately,
or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus. Debt
securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to
this prospectus, the debt securities will be our direct, unsecured obligations.
We will issue the debt securities under
the indenture that we will enter into with a national banking association or other eligible party, as trustee. The indenture will
be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture
as an exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities
containing the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this
prospectus is a part or will be incorporated by reference from reports that we file with the SEC.
The following summary of material provisions
of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the provisions of
the indenture applicable to a particular series of debt securities. The summary is not complete. The form of the indenture has
been filed as an exhibit to the registration statement and you should read the indenture for provisions that may be important to
you. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities
that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
General
We can issue an unlimited amount of debt
securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium, or
at a discount. The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors
and set forth in an officer’s certificate or a supplemental indenture. The particular terms of each series of debt securities
will be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet), including
the following terms, if applicable:
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the title and ranking of the debt securities (including the terms of any subordination provisions);
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the price or prices (expressed as a percentage of the principal amount) at which we will sell the
debt securities;
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the aggregate principal amount of the debt securities being offered and any limit on the aggregate
principal amount of such series of debt securities;
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whether any of our direct or indirect subsidiaries will guarantee the debt securities, including
the terms of subordination, if any, of such guarantees;
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the date or dates on which the principal of the securities of the series is payable;
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the interest rate, if any, and the method for calculating the interest rate;
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the dates from which interest will accrue, the interest payment dates and the record dates for
the interest payments;
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the place or places where principal of, and any interest on, the debt securities will be payable
(and the method of such payment), where the securities of such series may be surrendered for registration of transfer or exchange,
and where notices and demands to us in respect of the debt securities may be delivered;
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any mandatory or optional redemption terms;
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any obligation we have to redeem or purchase the debt securities pursuant to any sinking fund or
analogous provisions or at the option of a holder of debt securities and the period or periods within which, the price or prices
at which and the terms and conditions upon which securities of the series shall be redeemed or purchased, in whole or in part,
pursuant to such obligation;
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any dates, if any, on which and the price or prices at which we will repurchase debt securities
at the option of the holders of debt securities and other detailed terms and provisions of such repurchase obligations;
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the denominations in which the debt securities will be issued;
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whether the debt securities will be issued in the form of certificated debt securities or global
debt securities;
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the currency of denomination of the debt securities, which may be U.S. dollars or any foreign currency,
and if such currency of denomination is a composite currency, the agency or organization, if any, responsible for overseeing such
composite currency;
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the designation of the currency, currencies or currency units in which payment of the principal
of, and any interest on, the debt securities will be made;
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if payments of principal of, any interest on, the debt securities will be made in one or more currencies
or currency units other than that or those in which the debt securities are denominated, the manner in which the exchange rate
with respect to such payments will be determined;
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the manner in which the amounts of payment of principal of, or any interest on, the debt securities
will be determined, if these amounts may be determined by reference to an index based on a currency or currencies or by reference
to a commodity, commodity index, stock exchange index or financial index;
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any provisions relating to any security provided for the debt securities;
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any addition to, deletion of or change in the events of default described in this prospectus or
in the indenture with respect to the debt securities and any change in the acceleration provisions described in this prospectus
or in the indenture with respect to the debt securities;
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any addition to, deletion of or change in the covenants described in this prospectus or in the
indenture with respect to the debt securities;
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any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents
appointed with respect to the debt securities;
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the provisions, if any, relating to conversion or exchange of any series of debt securities, including
if applicable, the conversion or exchange price and period, the securities or other property into which the debt securities will
be convertible, provisions as to whether conversion or exchange will be mandatory, at the option of the holders thereof or at our
option, the events requiring an adjustment of the conversion price or exchange price and provisions affecting conversion or exchange
if such series of debt securities are redeemed; and
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any other terms of the series of debt securities that may supplement, modify or delete any provision
of the indenture as it applies to that series, including any terms that may be required under applicable law or regulations or
advisable in connection with the marketing of the debt securities.
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We may issue debt securities that provide
for an amount less than their stated principal amount to be due and payable upon maturity or a declaration of acceleration of their
maturity following an event of default pursuant to the terms of the indenture. We will provide you with information on the federal
income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus
supplement.
If we denominate the purchase price of
any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and
any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency
unit or units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms
and other information with respect to that issue of debt securities and such foreign currency or currencies or foreign currency
unit or units in the applicable prospectus supplement.
Transfer and Exchange
Each debt security will be represented
by either one or more global securities registered in the name of The Depository Trust Company, or the depositary, or a nominee
of the depositary (we will refer to any such debt security as a “global debt security”), or a certificate issued in
definitive registered form (we will refer to any debt security represented by a certificate as a “certificated debt security”)
as set forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not be issuable in
certificated form.
Certificated Debt Securities
You may transfer or exchange certificated
debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge will
be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or exchange.
You may effect the transfer of certificated
debt securities and the right to receive the principal of, premium and interest on certificated debt securities only by surrendering
the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate to
the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System
Each global debt security will be deposited
with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary. Beneficial
interests in global debt securities will not be issuable in certificated form unless (i) the depositary has notified us that it
is unwilling or unable to continue as depositary for such global debt security or has ceased to be qualified to act as such as
required by the indenture and we fail to appoint a successor depositary within 90 days of such event, (ii) we determine, in our
sole discretion, not to have such securities represented by one or more global securities or (iii) any other circumstances shall
exist, in addition to or in lieu of those described above, as may be described in the applicable prospectus supplement. Unless
and until a global debt security is exchanged for certificated debt securities under the limited circumstances described in the
previous sentence, a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee
to the depositary, or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
Covenants
We will set forth in the applicable prospectus
supplement any restrictive covenants applicable to any issue of debt securities.
No Protection In the Event of a Change of Control
Unless we state otherwise in the applicable
prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities protection
in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction results
in a change in control) which could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
Centrus may not consolidate with or merge
with or into, or convey, transfer or lease all or substantially all of its assets to any person (a “successor person”)
unless:
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Centrus is the surviving corporation or the successor person (if other than Centrus) is a corporation
organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly assumes Centrus’s obligations
on the debt securities and under the indenture; and
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immediately after giving effect to the transaction, no default or event of default, shall have
occurred and be continuing.
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Notwithstanding the above, any of Centrus’s
subsidiaries may consolidate with, merge into or transfer all or part of its properties to Centrus.
Events of Default
“Event of Default” means
with respect to any series of debt securities, any of the following:
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default in the payment of any interest upon any debt security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days (unless the entire amount of the payment is deposited by us
with the trustee or with a paying agent prior to the expiration of the 30-day period);
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default in the payment of principal of any security of that series at its maturity;
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default in the performance or breach of any covenant by us in the indenture (other than defaults
described above or defaults relating to a covenant that has been included in the indenture solely for the benefit of a series of
debt securities other than that series), which default continues uncured for a period of 60 days after we receive written notice
from the trustee, or we and the trustee receive written notice from the holders of not less than 25% in principal amount of the
outstanding debt securities of that series as provided in the indenture;
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certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Centrus;
and
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any other event of default provided with respect to a series of debt securities, including any
events of default relating to guarantors, if any, or subsidiaries that is described in the applicable prospectus supplement.
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No event of default with respect to a particular
series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily constitutes an
event of default with respect to any other series of debt securities. The occurrence of certain events of default or an acceleration
under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding from
time to time.
If an event of default with respect to
any series of debt securities at the time outstanding occurs and is continuing (other than an event of default resulting from certain
events of bankruptcy, insolvency or reorganization), then the trustee or the holders of not less than 25% in principal amount of
the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders),
declare to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities,
that portion of the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any,
on all debt securities of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency
or reorganization, the principal amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding
debt securities will become and be immediately due and payable without any declaration or other act on the part of the trustee
or any holder of outstanding debt securities. At any time after a declaration of acceleration with respect to debt securities of
any series has been made, but before a judgment or decree for payment of the money due has been obtained by the trustee, the holders
of a majority in principal amount of the outstanding debt securities of that series, by written notice to us and the trustee, may
rescind and annul such declaration of acceleration and its consequences if all events of default, other than the non-payment of
accelerated principal and interest, if any, with respect to debt securities of that series, have been cured or waived as provided
in the indenture. We refer you to the prospectus supplement relating to any series of debt securities that are discount securities
for the particular provisions relating to acceleration of a portion of the principal amount of such discount securities upon the
occurrence of an event of default.
The indenture provides that the trustee
will be under no obligation to perform any duty or exercise any of its rights or powers under the indenture unless the trustee
receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty
or exercising such right of power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the
outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding
for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities
of that series.
No holder of any debt security of any series
will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment of
a receiver or trustee, or for any remedy under the indenture, unless:
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that holder has previously given to the trustee written notice of a continuing event of default
with respect to debt securities of that series;
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the holders of not less than 25% in principal amount of the outstanding debt securities of that
series have made written request to the trustee to institute the proceedings in respect of such event of default in its own name
as trustee under the indenture;
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such holder or holders have offered to the trustee indemnity or security satisfactory to the trustee
against the costs, expenses and liabilities which might be incurred by the trustee in compliance with such request;
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the trustee has failed to institute any such proceeding for 60 days after its receipt of such notice,
request and offer of indemnity; and
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no direction inconsistent with such written request has been given to the trustee during such 60-day
period by holders of a majority in principal amount of the outstanding debt securities of that series.
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Notwithstanding any other provision in
the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal
of, and any interest on, that debt security on or after the due dates expressed in that debt security (or, in the case of redemption,
on the redemption date) and to institute suit for the enforcement of any such payment and such rights shall not be impaired without
the consent of such holder.
The indenture requires us, within 120 days
after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture from our principal
executive officer, principal financial officer or principal accounting officer. If a default or event of default occurs and is
continuing with respect to the debt securities of any series and if it is actually known to a responsible officer of the trustee,
the trustee shall mail to each holder of the debt securities of that series notice of a default or event of default within 60 days
after it occurs or, if later, after a responsible officer of the trustee has knowledge of such default or event of default. The
indenture provides that the trustee may withhold notice to the holders of debt securities of any series of any default or event
of default (except in payment on any debt securities of that series) with respect to debt securities of that series if the trustee
determines in good faith that withholding notice is in the interest of the holders of those debt securities.
Modification and Waiver
We and the trustee may modify and amend
or supplement the indenture or the debt securities of one or more series without the consent of any holder of any debt security:
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to add guarantees with respect to debt securities of a series or secure debt securities of a series;
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to surrender any of our rights or powers under the indenture;
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to add covenants or events of default for the benefit of the holders of any series of debt securities;
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to comply with the applicable procedures of the applicable depositary;
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to cure any ambiguity, defect or inconsistency;
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to comply with covenants in the indenture described above under the heading “Consolidation,
Merger and Sale of Assets”;
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to provide for uncertificated securities in addition to or in place of certificated securities;
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to make any change that does not materially adversely affect the rights of any holder of debt securities;
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to provide for the issuance of and establish the form and terms and conditions of debt securities
of any series as permitted by the indenture;
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to effect the appointment of a successor trustee with respect to the debt securities of any series
and to add to or change any of the provisions of the indenture to provide for or facilitate administration by more than one trustee;
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to comply with requirements of the SEC in order to effect or maintain the qualification of the
indenture under the Trust Indenture Act; and
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for certain other reasons set forth in any prospectus supplement.
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We may also modify and amend the indenture
with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series affected
by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each affected
debt security then-outstanding if that amendment will:
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reduce the principal amount of debt securities whose holders must consent to an amendment, supplement
or waiver;
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reduce the rate of or extend the time for payment of interest (including default interest) on any
debt security;
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reduce the principal of, or change the fixed maturity of, any debt security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation with respect to any series of debt
securities;
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reduce the principal amount of discount securities payable upon acceleration of maturity;
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waive a default in the payment of the principal of, or interest, if any, on any debt security (except
a rescission of acceleration of the debt securities of any series by the holders of at least a majority in principal amount of
the then-outstanding debt securities of that series and a waiver of the payment default that resulted from such acceleration);
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make the principal of, or any interest on, any debt security payable in currency other than that
stated in the debt security;
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make any change to certain provisions of the indenture relating to, among other things, the right
of holders of debt securities to receive payment of the principal of, and any interest on, those debt securities and to institute
suit for the enforcement of any such payment;
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make any change to certain provisions of the indenture relating to waivers or amendments; or
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waive a redemption payment with respect to any debt security, provided that such redemption is
made at our option.
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Except for certain specified provisions,
the holders of at least a majority in principal amount of the outstanding debt securities of any series may, on behalf of the holders
of all debt securities of that series, by written notice to the trustee, waive our compliance with provisions of the indenture
or the debt securities with respect to such series. The holders of a majority in principal amount of the outstanding debt securities
of any series may, on behalf of the holders of all the debt securities of such series, waive any past default under the indenture
with respect to that series and its consequences, except a default in the payment of the principal of, or any interest on, any
debt security of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities
of any series may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Defeasance of Debt Securities and Certain Covenants in
Certain Circumstances
Legal Defeasance
The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations in respect
of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the deposit with the trustee,
in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other
than U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the
payment of interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of
a nationally recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal
and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated
maturity of those payments in accordance with the terms of the indenture and those debt securities.
This discharge may occur only if, among
other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has been published
by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been a change
in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal
income tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax
on the same amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge
had not occurred.
Defeasance of Certain Covenants
The indenture provides that, unless otherwise
provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
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we may omit to comply with the covenant described under the heading “Consolidation, Merger
and Sale of Assets” and certain other covenants set forth in the indenture, as well as any additional covenants which may
be set forth in the applicable prospectus supplement; and
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any omission to comply with those covenants will not constitute a default or an event of default
with respect to the debt securities of that series (“covenant defeasance”).
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The conditions include:
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depositing with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, government obligations of the government that issued or caused to be
issued such currency, that, through the payment of interest and principal in
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accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge each installment of principal of, and
interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity
of those payments in accordance with the terms of the indenture and those debt securities; and
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delivering to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain or loss for United States federal income tax purposes as a result of the deposit
and related covenant defeasance and will be subject to United States federal income tax on the same amounts and in the same manner
and at the same times as would have been the case if the deposit and related covenant defeasance had not occurred.
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Governing Law
The indenture and the debt securities,
including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the laws
of the State of New York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General Obligations
Law).
Description
Of Warrants
General
The following description, together with
the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions of
the warrants that we may offer under this prospectus, which consist of warrants to purchase shares of common stock, preferred stock
and/or debt securities in one or more series. Warrants may be offered independently or together with shares of common stock, preferred
stock and/or debt securities offered by any prospectus supplement and may be attached to or separate from those securities.
While the terms we have summarized below
will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants
that we may offer in more detail in the applicable prospectus supplement. The specific terms of any warrants may differ from the
description provided below as a result of negotiations with third parties in connection with the issuance of those warrants, as
well as for other reasons. Because the terms of any warrants we offer under a prospectus supplement may differ from the terms we
describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from
the summary in this prospectus.
We will issue the warrants under a warrant
agreement, which we will enter into with a warrant agent to be selected by us. We use the term “warrant agreement”
to refer to any of these warrant agreements. We use the term “warrant agent” to refer to the warrant agent under any
of these warrant agreements. The warrant agent will act solely as an agent of ours in connection with the warrants and will not
act as an agent for the holders or beneficial owners of the warrants.
We will incorporate by reference into the
registration statement of which this prospectus is a part the form of warrant agreement, including a form of warrant certificate,
that describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by
reference to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read any
applicable prospectus supplement related to the warrants that we sell under this prospectus, as well as the complete warrant agreement
that contain the terms of the warrants and defines your rights as a warrant holder.
We will describe in the applicable prospectus
supplement the terms relating to a series of warrants. If warrants for the purchase of debt securities are offered, the prospectus
supplement will describe the following terms, to the extent applicable:
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the offering price and the aggregate number of warrants offered;
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the currencies in which the warrants are being offered;
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the designation, aggregate principal amount, currencies, denominations and terms of the series
of debt securities that can be purchased if a holder exercises a warrant;
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the designation and terms of any series of debt securities with which the warrants are being offered
and the number of warrants offered with each such debt security;
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the date on and after which the holder of the warrants can transfer them separately from the related
series of debt securities;
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the terms of any rights to redeem or call the warrants;
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the date on which the right to exercise the warrants begins and the date on which that right expires;
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federal income tax consequences of holding or exercising the warrants; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
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Warrants for the purchase of debt securities
will be in registered form only.
If warrants for the purchase of shares
of common stock or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent applicable:
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the offering price and the aggregate number of warrants offered;
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the total number of shares that can be purchased if a holder of the warrants exercises them;
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the number of warrants being offered with each share of common stock;
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the date on and after which the holder of the warrants can transfer them separately from the related
shares of common stock or preferred stock;
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the number of shares of common stock or preferred stock that can be purchased if a holder exercises
the warrant and the price at which those shares may be purchased upon exercise, including, if applicable, any provisions for changes
to or adjustments in the exercise price and in the securities or other property receivable upon exercise;
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the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;
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the date on which the right to exercise the warrants begins and the date on which that right expires;
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federal income tax consequences of holding or exercising the warrants; and
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any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
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Warrants for the purchase of shares of
common stock or preferred stock will be in registered form only.
A holder of warrant certificates may exchange
them for new certificates of different denominations, present them for registration of transfer and exercise them at the corporate
trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants to
purchase debt securities are exercised, the holder of the warrants will not have any of the rights of holders of the debt securities
that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying
debt securities or to enforce covenants in the applicable indenture. Until any warrants to purchase shares of common stock or preferred
stock are exercised, holders of the warrants will not have any rights of holders of the underlying shares of common stock or preferred
stock, including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under “Warrant
Adjustments” below.
Exercise of Warrants
Each holder of a warrant is entitled to
purchase the principal amount of debt securities or number of shares of common stock or preferred stock, as the case may be, at
the exercise price described in the applicable prospectus supplement. After the close of business on the day when the right to
exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void.
A holder of warrants may exercise them
by following the general procedure outlined below:
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deliver to the warrant agent the payment required by the applicable prospectus supplement to purchase
the underlying security;
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properly complete and sign the reverse side of the warrant certificate representing the warrants;
and
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deliver the warrant certificate representing the warrants to the warrant agent within five business
days of the warrant agent receiving payment of the exercise price.
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If you comply with the procedures described
above, your warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price, subject
to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have completed
those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver to you the debt securities or
shares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants represented
by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants
will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities
in connection with the exercise of the warrants.
Amendments and Supplements to the Warrant Agreements
We may amend or supplement a warrant agreement
without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure or correct
a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the warrant
agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect
the interests of the holders of the warrants.
Warrant Adjustments
Unless the applicable prospectus supplement
states otherwise, the exercise price of, and the number of securities covered by, a warrant for shares of common stock or preferred
stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable. In addition,
unless the prospectus supplement states otherwise, if we, without payment:
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issue shares of common stock or preferred stock or other securities convertible into or exchangeable
for common stock or preferred stock, or any rights to subscribe for, purchase or otherwise acquire any of the foregoing, as a dividend
or distribution to all or substantially all holders of our common stock or preferred stock;
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pay any cash to all or substantially all holders of our common stock or preferred stock, other
than a cash dividend paid out of our current or retained earnings;
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issue any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness
to all or substantially all holders of our common stock or preferred stock; or
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issue common stock, preferred stock or additional shares or other securities or property to all
or substantially all holders of our common stock or preferred stock by way of spinoff, split-up, reclassification, combination
of shares or similar corporate rearrangement;
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then the holders of common stock warrants
or preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise
receivable upon exercise of the warrants and without paying any additional consideration, the amount of shares and other securities
and property such holders would have been entitled to receive had they held the common stock or preferred stock issuable under
the warrants on the dates on which holders of those securities received or became entitled to receive such additional shares and
other securities and property.
Except as stated above, the exercise price
and number of securities covered by a warrant for shares of common stock or preferred stock, and the amounts of other securities
or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those securities
or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those securities
or securities convertible into or exchangeable for those securities.
Holders of common stock warrants or preferred
stock warrants may have additional rights under the following circumstances:
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certain reclassifications, capital reorganizations or changes of the common stock or preferred
stock;
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certain share exchanges, mergers, or similar transactions involving us that result in changes of
the common stock or preferred stock; or
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certain sales or dispositions to another entity of all or substantially all of our property and
assets.
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If one of the above transactions occurs
and holders of our common stock or preferred stock are entitled to receive shares, securities or other property with respect to
or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants then-outstanding, as
applicable, will be entitled to receive upon exercise of their warrants the kind and amount of shares and other securities or property
that they would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.
Description
Of Rights
The following description, together with
the additional information we include in any applicable prospectus supplement, summarizes the general features of the rights that
we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common stock and/or any of
the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be entered into
between us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the rights
and the applicable rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement
may differ from the terms we describe below, you should rely solely on information in the applicable prospectus supplement if that
summary is different from the summary in this prospectus. We will incorporate by reference into the registration statement of which
this prospectus is a part the form of rights agreement that describes the terms of the series of rights we are offering before
the issuance of the related series of rights. The applicable prospectus supplement relating to any rights will describe the terms
of the offered rights, including, where applicable, the following:
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the date for determining the persons entitled to participate in the rights distribution;
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the exercise price for the rights;
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the aggregate number or amount of underlying securities purchasable upon exercise of the rights;
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the number of rights issued to each stockholder and the number of rights outstanding, if any;
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the extent to which the rights are transferable;
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the date on which the right to exercise the rights will commence and the date on which the right
will expire;
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the extent to which the rights include an over-subscription privilege with respect to unsubscribed
securities;
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anti-dilution provisions of the rights, if any; and
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any other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights.
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Holders may exercise rights as described
in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly executed
at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon
as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights
offering are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents,
underwriters or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described
in the applicable prospectus supplement.
Description
Of Units
We may issue units comprising two or more
securities described in this prospectus in any combination. For example, we might issue units consisting of a combination of debt
securities and warrants to purchase common stock. The following description sets forth certain general terms and provisions of
the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if any, to which the
general terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each unit will be issued so that the holder
of the unit also is the holder of each security included in the unit. Thus, the unit will have the rights and obligations of a
holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which may provide that the securities
included in the unit may not be held or transferred separately at any time or at any time before a specified date. A copy of the
forms of the unit agreement and the unit certificate relating to any particular issue of units will be filed with the SEC each
time we issue units, and you should read those documents for provisions that may be important to you. For more information on how
you can obtain copies of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More Information.”
The prospectus supplement relating to any
particular issuance of units will describe the terms of those units, including, to the extent applicable, the following:
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the designation and terms of the units and the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately;
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any provision for the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units; and
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whether the units will be issued in fully registered
or global form.
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Plan Of
Distribution
We may sell the securities from time to
time, by a variety of methods, including the following:
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on any national securities exchange or quotation service on which our securities may be listed
at the time of sale, including the NYSE American;
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in the over-the-counter market;
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in transactions otherwise than on such exchange or in the over-the-counter market, which may include
privately negotiated transactions and sales directly to one or more purchasers;
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through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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through underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination
of these methods;
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through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
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a combination of any of these methods; or
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by any other method permitted pursuant to applicable law.
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The securities may be distributed from
time to time in one or more transactions:
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at a fixed price or prices, which may be changed;
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at market prices prevailing at the time of sale;
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at prices related to such prevailing market prices; or
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Offers to purchase the securities being
offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities
from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in the sale of
the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may then resell
the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized in the sale
of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the time
of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales
of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the
underwriter may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter
may sell the securities to or through dealers, and those dealers may receive compensation in the form of discounts, concessions
or commissions from the underwriters and/or commissions from the purchasers for which they may act as agent. Unless otherwise indicated
in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal,
and may then resell the securities at varying prices to be determined by the dealer.
Any compensation paid to underwriters,
dealers or agents in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters
to participating dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating
in the distribution of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts
and commissions received by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts
and commissions. In compliance with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum
amount of underwriting compensation, including underwriting discounts and commissions, to be paid in connection with any offering
of securities pursuant to this prospectus may not exceed 8% of the aggregate principal amount of securities offered. We may enter
into agreements to indemnify underwriters, dealers and agents against civil liabilities, including liabilities under the Securities
Act, or to contribute to payments they may be required to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may not be listed
on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering may
engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments
or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were
sold to them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in
the open market or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the
price of the securities by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling
concessions allowed to dealers participating in the offering may be reclaimed if securities sold by them are repurchased in connection
with stabilization transactions. The effect of these transactions may be to stabilize or maintain the market price of the securities
at a level above that which might otherwise prevail in the open market. These transactions may be discontinued at any time.
If indicated in the applicable prospectus
supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable
purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed
delivery contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers
may include, among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational
and charitable institutions. Delayed delivery contracts will be subject to the condition that the purchase of the securities covered
by the delayed delivery contracts will not at the time of delivery be prohibited under the laws of any jurisdiction in the United
States to which the purchaser is subject. The underwriters and agents will not have any responsibility with respect to the validity
or performance of these contracts.
We may engage in at-the-market offerings
into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In addition, we may enter into derivative
transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated transactions.
If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell securities
covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third party
may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related open borrowings
of common stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of our common stock. In addition, we may loan or pledge securities to a financial institution or other third party that in turn
may sell the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third
party may transfer its economic short position to investors in our securities or in connection with a concurrent offering of other
securities.
The underwriters, dealers and agents may
engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive compensation.
Legal Matters
Unless otherwise indicated in the applicable
prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered by this
prospectus, and any supplement thereto, will be passed upon by O’Melveny & Myers LLP.
EXPERTS
The financial statements incorporated in this Prospectus by
reference to the Annual Report on Form 10-K for the year ended December 31, 2019 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts
in auditing and accounting.
Centrus Energy Corp.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
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ITEM 14.
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OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
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The following table sets forth the estimated
costs and expenses, other than underwriting discounts and commissions, payable by us in connection with the offering of the securities
being registered. All the amounts shown are estimates, except for the SEC registration fee.
SEC registration fee
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$
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12,980
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Printing and duplicating expenses
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(1
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)
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Legal fees and expenses
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(1
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)
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Accounting fees and expenses
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(1
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)
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Transfer agent and trustee fees
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(1
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)
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Miscellaneous expenses
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(1
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)
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Total (2)
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(1
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)
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(1)
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These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at
this time.
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(2)
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Does not include any fees or expenses in connection with any subsequent underwritten offering and any prospectus supplements
prepared in connection therewith.
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ITEM 15.
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INDEMNIFICATION OF DIRECTORS AND OFFICERS
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Section 102(b)(7) of the Delaware General
Corporation Law, or the DGCL, permits a corporation in its certificate of incorporation or an amendment to eliminate or limit the
personal liability of its directors or its stockholders for monetary damages for a breach of fiduciary duty as a director, except
where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly
violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper
personal benefit. Our certificate of incorporation provides for this limitation of liability.
Section 145 of the DGCL provides that a
corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other persons serving
at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlements actually and reasonably incurred by the person in connection with any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of
the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he
or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that in the case
of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or
matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the
circumstances of the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery
or such other court shall deem proper.
Section 145(g) of the DGCL further authorizes
a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and
incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless of whether
the corporation would otherwise have the power to indemnify under Delaware law.
We have entered into indemnification agreements
with each of our directors and executive officers. In general, these agreements provide that we will indemnify the director or
executive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer or
in connection with his or her service at our request for another corporation or entity.
The indemnification rights set forth above
shall not be exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision
of our certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
We maintain standard policies of insurance
that provide coverage (1) to our directors and officers against loss rising from claims made by reason of breach of duty or other
wrongful act and (2) to us with respect to indemnification payments that we may make to such directors and officers.
A list of exhibits included as part of
this registration statement is set forth in the Exhibit Index and is incorporated herein by reference.
The undersigned registrant hereby undertakes:
(1) To file,
during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if
the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high
end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price
set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
provided, however,
that clauses (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by
those clauses is contained in reports filed with or furnished to the SEC by the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in this registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is a part of this registration statement;
(2) That
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment will be deemed
to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof;
(3) To remove
from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering;
(4) That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant
pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed
part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5),
or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i),
(vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed
to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after
effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided
in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed
to be a new effective date of the registration statement relating to the securities in the registration statement to which that
prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering
thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus
that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date,
supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement
or made in any such document immediately prior to such effective date; and
(5) That,
for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424;
(ii) any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant;
(iii) the
portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and
(iv) any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby further
undertakes:
(1) That
for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report
pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(2) Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of
1933 and will be governed by the final adjudication of such issue; and
(3) To file
an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the
Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust
Indenture Act.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Bethesda, State of Maryland, on June 17, 2020.
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CENTRUS ENERGY CORP.
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By:
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/s/ Philip O. Strawbridge
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Philip O. Strawbridge
Senior Vice President, Chief Financial
Officer,
Chief Administrative Officer and Treasurer (Duly
Authorized Officer and Principal Financial Officer)
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POWER OF ATTORNEY
KNOW ALL PERSONS BY
THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints each of Daniel B. Poneman and Philip
O. Strawbridge, or either of them, each acting alone, his or her true and lawful attorney-in-fact and agent, with full power of
substitution and re-substitution, for such person and in his or her name, place and stead, in any and all capacities, in connection
with the Registrant’s Registration Statement on Form S-3 under the Securities Act of 1933, as amended, or the Securities
Act, any and all pre-effective and post-effective amendments to this Registration Statement, and any Registration Statement filed
pursuant to Rule 413 or Rule 462 under the Securities Act, and to file or cause to be filed the same, with all exhibits thereto
and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, and each of them singly, full power and authority to do and perform each and every act and thing requisite and necessary
to be done in and about the foregoing, as fully and to all intents and purposes as each might or could do in person hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute or substitutes, may lawfully do or cause to be done
by virtue of this Power of Attorney.
Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
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Title
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Date
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/s/ Daniel B. Poneman
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President, Chief Executive Officer and Director
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June 17, 2020
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Daniel B. Poneman
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(Principal Executive Officer)
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/s/ Philip O. Strawbridge
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Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer
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June 17, 2020
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Philip O. Strawbridge
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(Principal Financial and Accounting Officer)
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/s/ Mikel H. Williams
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June 17, 2020
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Mikel H. Williams
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Director
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/s/ Michael Diament
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June 17, 2020
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Michael Diament
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Director
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/s/ Tetsuo Iguchi
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June 17, 2020
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Tetsuo Iguchi
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Director
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/s/ W. Thomas Jagodinski
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June 17, 2020
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W. Thomas Jagodinski
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Director
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/s/ Patricia J. Jamieson
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June 17, 2020
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Patricia J. Jamieson
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Director
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/s/ William J. Madia
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June 17, 2020
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William J. Madia
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Director
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/s/ Neil S. Subin
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June 17, 2020
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Neil S. Subin
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Director
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/s/ Tina W. Jonas
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June 17, 2020
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Tina W. Jonas
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Director
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EXHIBIT
INDEX
(1) To be filed either by amendment or
as an exhibit to a report filed under the Exchange Act, and incorporated herein by reference.
(2) To be filed separately under the electronic form type 305(b)(2) of the Trust Indenture Act of 1939, as amended.
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