Current Report Filing (8-k)
October 19 2020 - 6:08AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
October 19, 2020
Centrus
Energy Corp.
(Exact name of registrant as specified
in its charter)
Delaware
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1-14287
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52-2107911
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(State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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6901 Rockledge Drive, Suite 800
Bethesda, MD 20817
(Address of Principal Executive Offices)
Registrant’s telephone number,
including area code: (301) 564-3200
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol
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Name of Each Exchange on Which Registered
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Class A Common Stock, par value $0.10 per share
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LEU
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NYSE American
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging Growth Company ¨
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 13(a) of the Exchange Act. ¨
Item 8.01 Other Events.
Tender Offer
On October 19, 2020, Centrus Energy Corp.
(the “Company”) issued a press release announcing the commencement of a tender offer to purchase up to $60 million
of issued and outstanding Series B Senior Preferred Stock, par value $1.00 per share (the “Series B Preferred Shares”),
at a price of $954.59 per Series B Preferred Share (inclusive of any rights to accrued but unpaid dividends), to the sellers in
cash, less any applicable withholding taxes (the “Offer”). A copy of the press release is attached hereto as Exhibit
99.1 to this Current Report and is incorporated herein by reference.
Tender Offer Statement
This communication and the press release
included as Exhibit 99.1 are for informational purposes only. They are not a recommendation to buy or sell the Series B Preferred
Shares or any other securities, and they are neither an offer to purchase nor a solicitation of an offer to sell the Series B Preferred
Shares or any other securities. The Company 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 being made pursuant to the offer to purchase, letter of transmittal and related materials filed as a part of
the Schedule TO, as they may be amended or supplemented. 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 and investors may obtain a free copy of the tender offer statement on Schedule TO, the offer to purchase, letter of
transmittal and other documents that the Company has filed with the SEC at the SEC’s website (www.sec.gov) or from the information
agent for the tender offer, D. F. King & Co., Inc., by phone at (800) 347-4750; banks and brokers may call D.F. King at (212)
269-5550.
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
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Centrus Energy Corp.
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Date:
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October 19, 2020
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By:
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/s/ Philip O. Strawbridge
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Philip O. Strawbridge
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Senior Vice President, Chief Financial Officer,
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Chief Administrative Officer and Treasurer
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