BETHESDA, Md., Oct. 19, 2020 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) ("Centrus" or the "Company") today
announced that the Company is commencing today a tender offer to
purchase up to $60 million of its
Series B Senior Preferred Stock, par value $1.00 per share (the "Series B Preferred
Shares"), at a price per Series B Preferred Share (inclusive of any
rights to accrued but unpaid dividends) of $954.59, less any applicable withholding taxes.
The aggregate liquidation preference per Series B Preferred Share
(including accrued but unpaid dividends) was $1,272.78 as of September
30, 2020. The tender offer will expire at 5:00 p.m., Eastern Standard Time, at the end of
Tuesday, November 17, 2020, unless
the offer is extended. Tenders of Series B Preferred Shares must be
made prior to the expiration of the tender offer and may be
withdrawn at any time prior to the expiration time, in each case,
in accordance with the procedures described in the tender offer
materials. The Company intends to pay for the shares repurchased in
the tender offer with available cash.
If more than $60 million of its
Series B Preferred Shares are properly tendered and not properly
withdrawn, Centrus will purchase shares tendered on a pro rata
basis. Stockholders whose Series B Preferred Shares are purchased
in the tender offer will be paid $954.59 in cash, less any applicable withholding
taxes, for each share (inclusive of any rights to accrued but
unpaid dividends) after the expiration of the tender offer. As of
September 30, 2020, there were
104,574 Series B Preferred Shares outstanding, with an aggregate
liquidation preference of approximately $133.1 million or approximately $1,272.78 per share, consisting of (i)
approximately $104.6 million original
liquidation preference and (ii) approximately $28.5 million of cumulative accrued unpaid
dividends.
D.F. King & Co., Inc. is serving as information agent for
the tender offer and Computershare Trust Company, N.A. is serving
as the depositary for the tender offer. Once commenced, please
direct all questions relating to the tender offer to the
information agent, D. F. King & Co., Inc. toll-free at (866)
864-7964; banks and brokers may call D.F. King at (212) 269-5550,
or via e-mail at centrus@dfking.com.
The tender offer will not be contingent upon the receipt of
financing or any minimum number of Series B Preferred Shares being
tendered. However, the tender offer is subject to a number of other
terms and conditions, which will be described in detail in the
offer to purchase for the tender offer. Specific instructions and a
complete explanation of the terms and conditions of the tender
offer will be contained in the offer to purchase, the related
letter of transmittal and other related materials, which will be
mailed to stockholders of record promptly after commencement of the
tender offer.
While the Centrus's Board of Directors has authorized the
Centrus to make the tender offer, neither Centrus, its board of
directors, the depository, nor the information agent makes any
recommendation as to whether to tender or refrain from tendering
Series B Preferred Shares. Centrus has not authorized any person to
make any such recommendation. Stockholders must make their own
decision as to whether to tender their Series B Preferred Shares
and, if so, how many Series B Preferred Shares to tender. In doing
so, stockholders should consult their own financial and tax
advisors and read carefully and evaluate the information in the
tender offer documents, when available.
Additional Information Regarding the Tender Offer
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell Centrus Series
B Preferred Shares or any other securities, and it is neither an
offer to purchase nor a solicitation of an offer to sell Centrus
Series B Preferred Shares or any other securities. Centrus has
filed a tender offer statement on Schedule TO, including an offer
to purchase, letter of transmittal and related materials, with the
United States Securities and Exchange Commission (the "SEC"). The
Offer is only made pursuant to the offer to purchase, letter of
transmittal and related materials filed as a part of the Schedule
TO. Stockholders should read carefully the offer to purchase,
letter of transmittal and related materials because they contain
important information, including the various terms of, and
conditions to, the Offer. Stockholders may obtain a free copy of
the tender offer statement on Schedule TO, the offer to purchase,
letter of transmittal and other documents that Centrus has filed
with the SEC at the SEC's website at www.sec.gov or from Centrus'
website at www.centrusenergy.com or from the information agent for
the tender offer.
About Centrus
Centrus is a trusted supplier of nuclear fuel and services for
the nuclear power industry. Centrus provides value to its utility
customers through the reliability and diversity of its supply
sources – helping them meet the growing need for clean, affordable,
carbon-free electricity. Since 1998, the Company has provided its
utility customers with more than 1,750 reactor years of fuel, which
is equivalent to 7 billion tons of coal.
With world-class technical capabilities, Centrus offers turnkey
engineering and advanced manufacturing solutions to its customers.
The Company is also advancing the next generation of centrifuge
technologies so that America can restore its domestic uranium
enrichment capability in the future. Find out more at
www.centrusenergy.com.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. In this context, forward-looking
statements mean statements related to future events, and often
contain words such as "expects", "anticipates", "intends", "plans",
"believes", "will", "should", "could", "would" or "may" and other
words of similar meaning. These statements include statements
regarding the terms and timing of completion of the tender offer,
including acceptance of purchase of the Series B Preferred Shares
and the expected expiration time and the satisfaction or waiver of
certain conditions to the tender offer. Forward-looking statements
by their nature address matters that are, to different degrees,
uncertain. Particular risks and uncertainties that could cause
results to differ from those expressed in these financial
statements include conditions in financial markets, response by
Series B Preferred holders to the tender offer and other factors
described in the Company's filings with the Securities and Exchange
Commission. These factors may not constitute all factors that could
cause actual results to differ from those discussed in any
forward-looking statement. Accordingly, forward-looking statements
should 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 release, except as required by law.
Centrus Investor Contacts:
Investors: Dan Leistikow (301)
564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301)
564-3392 or GeislerLR@centrusenergy.com
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SOURCE Centrus Energy Corp.