Filed Pursuant to Rule 424(b)(5)
Registration No. 333-239242
PROSPECTUS SUPPLEMENT
(to the Prospectus dated August 5, 2020)
Up to
$50,000,000
Centrus
Energy Corp.
Class
A Common Stock
In accordance with the terms of the At Market
Issuance Sales Agreement entered into with B. Riley Securities, Inc. (“B. Riley”) and Lake Street Capital Markets,
LLC (“Lake Street”, and together with B. Riley”, the “Agents” each, an “Agent”), dated
December 31, 2020, which we refer to as the sales agreement, we may offer and sell under this prospectus supplement shares
of our Class A Common Stock, $0.10 par value per share, having an aggregate offering price of up to $50,000,000 from time to time
through or to the Agents, acting as sales agent or principal.
Our Class A Common Stock is traded on the
NYSE American LLC (the “Exchange”) under the symbol “LEU.” The last reported sale price of our Class A
Common Stock on December 30, 2020 was $23.86 per share.
Sales of our Class A Common Stock, if any,
under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as
defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agents are not required
to sell any specific amount of shares of our Class A Common Stock, but will act as our sales agents using commercially reasonable
efforts consistent with their normal trading and sales practices. There is no arrangement for funds to be received in any escrow,
trust or similar arrangement.
The Agents will be entitled to compensation
at a commission rate of up to 4.0% of the gross sales price per share of our Class A Common Stock sold. In connection with the
sale of our Class A Common Stock on our behalf, an Agent will be deemed to be an “underwriter” within the meaning of
the Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also
agreed to provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under
the Securities Act.
Investing in our Class A Common
Stock involves a high degree of risk. Before buying shares of our Class A Common Stock, you should carefully consider the
risk factors described in “Risk Factors” beginning on page S-3 of this prospectus supplement , the section
captioned “Item 1A—Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q, which are
incorporated by reference into this prospectus supplement, and under similar headings in the other documents that are filed
after the date hereof and incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
|
B. Riley Securities
|
Lake Street
|
The date of this prospectus supplement is
December 31, 2020.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus form part of a registration statement on Form S-3 that we filed with the Securities and Exchange Commission (the “SEC”)
using a “shelf” registration process. This document is in two parts. The first part is this prospectus supplement,
which contains specific information about the terms on which we are offering and selling our Class A Common Stock and important
business information about us. The second part is the accompanying prospectus, which contains and incorporates by reference important
business and financial information about us and other information about this offering. This prospectus supplement and the accompanying
prospectus are part of a shelf registration statement that we filed with the SEC under the Securities Act of 1933, as amended (the
“Securities Act”).
In making your investment decision, you should
rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus
and any free writing prospectus filed by us with the SEC. We are responsible for the information contained in this prospectus supplement
and the accompanying prospectus, including the information incorporated by reference herein as described herein and therein, and
any free writing prospectus that we prepare and distribute. Neither we nor the Agents have authorized anyone to provide you with
information different from that contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus
or any such free writing prospectus. Neither we nor the Agents are making an offer to sell, or soliciting an offer to buy, these
securities in any jurisdiction where the offer or sale is not permitted. The information contained or incorporated by reference
in this prospectus supplement, the accompanying prospectus or any related free writing prospectus prepared by us is accurate only
as of the date of the applicable document. Our business, financial condition, results of operations and prospects may have changed
since that date.
This prospectus supplement and the accompanying
prospectus do not contain all of the information included in the registration statement as permitted by the rules and regulations
of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits, of which this
prospectus supplement and the accompanying prospectus form a part. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and therefore file reports and other information with the SEC.
Statements contained in this prospectus supplement and the accompanying prospectus about the provisions or contents of any agreement
or other document are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration
statement, you should refer to that agreement or document for its complete contents.
Before you invest in our Class A Common Stock,
you should read the registration statement of which this document forms a part and this document, including the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus that are described under the caption “Where You
Can Find More Information” in this prospectus supplement and the accompanying prospectus.
If the description of this offering and
our business varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this
prospectus supplement. Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated
by reference in this prospectus supplement will be deemed to be modified or superseded for purposes of this prospectus supplement
to the extent that a statement contained in this prospectus supplement or in any other subsequently filed document that is also
incorporated or deemed to be incorporated by reference in this prospectus supplement modifies or supersedes that statement. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus
supplement.
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.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus supplement, including the
documents incorporated by reference herein, may contain or incorporate “forward-looking statements” within the meaning
of Section 21E of the Exchange Act. 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 implementation of the Russian Suspension Agreement (“RSA”) 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 (the “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 the 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 the 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;
|
|
|
·
|
risks related to the volatility of our stock price, including potential stock-based compensation expense; and
|
|
|
·
|
other risks and uncertainties discussed in this and our other filings with the Securities and Exchange Commission, including
under Part 1. Item 1A - “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2019 and our
Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020.
|
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 and
our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2020, 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 subsequent 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 supplement, except as required by law.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights the information
contained elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein
and therein and is qualified in its entirety by reference to the more detailed information and financial statements appearing elsewhere
in this prospectus supplement. Because this is only a summary, it does not contain all of the information that may be important
to you. Before investing in our Class A Common Stock, you should read this entire prospectus supplement, the accompanying prospectus
and any related free writing prospectus, together with all documents incorporated by reference herein and therein, carefully, including
the “Risk Factors” section of this prospectus supplement, in our Annual Report on Form 10-K for the year ended December 31, 2019 and in our Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 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 subsequent prospectus supplement, and our consolidated
financial statements and related notes incorporated by reference in this prospectus supplement, before making an investment decision.
Our Company
We are a trusted supplier of nuclear fuel
and services for the nuclear power industry. 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 LEU and its components, separative work units (“SWU”) and natural uranium, 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. We are currently building the only U.S. facility that will be licensed to produce high assay low enriched
uranium (“HALEU”) under a cost-sharing contract (the “HALEU Contract”) with the U.S. Department of Energy
(the “DOE”). A number of the advanced reactors currently in development for commercial and government sectors use HALEU
as a component of their fuel. These new HALEU-based fuels could improve the economics of nuclear reactors and inherent safety features
while increasing the amount of electricity that can be generated at existing reactors. Under the HALEU Contract, the DOE agreed
to reimburse the Company for 80% of its costs incurred in performing the contract, up to a maximum of $115 million. We currently
expect that our HALEU production facility will be completed and production will commence in 2021. We also currently expect that
at that time it will be the only enrichment facility licensed by the U.S. Nuclear Regulatory Commission (the “NRC”)
to enrich uranium up to 20%. The initial capacity of our expected production under the HALEU Contract is demonstration scale –
enough to fuel 1-2 small reactors – but we expect that this production can be expanded modularly to meet increased demand. By
investing in HALEU technology now, and currently as the only domestically-owned company with future HALEU enrichment capability,
we believe the Company could be well positioned to capitalize on a potential new market as the demand for HALEU based fuels increases
with the development of advanced reactors.
Recent Developments
In November 2020, we repurchased 62,854
or our outstanding Series B Preferred Shares for approximately $60 million. Following the repurchase, there were 41,720 Series
B Preferred Shares issued and outstanding with an aggregate liquidation preference of $53.9 million as of December 31, 2020.
Corporate Information
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
supplement or incorporated into any other filing that we submit to the SEC.
THE OFFERING
|
Class A Common Stock offered by us pursuant to this prospectus supplement
|
|
Shares of our Class A Common Stock having an aggregate offering price of up to $50,000,000.
|
|
Class A Common Stock to be outstanding after this offering
|
|
Up to 2,095,557 shares, assuming sales at a price of $23.86 per share, which
was the closing price on the NYSE American on December 30, 2020. Actual number of shares issued will vary depending on
the sales price under this offering.
|
|
Manner of offering
|
|
“At the market offering” that may be made from time to time on the Exchange or other market for our Class A Common
Stock in the United States through or to an Agent, as sales agent or principal. See the section entitled “Plan of Distribution”
below.
|
|
Use of proceeds
|
|
We intend to use the net proceeds for general working capital and corporate purposes, which may include investment in technology
development, repayment or repurchase of outstanding debt or repurchase or redemption of shares of our Series B Senior Preferred
Stock, capital expenditures, potential acquisitions and other business opportunities and purposes. See the section entitled “Use
of Proceeds” below.
|
|
Risk Factors
|
|
See “Risk Factors” beginning on page S-3 and the other information included in, or incorporated by reference
into, this prospectus supplement for a discussion of certain factors you should carefully consider before deciding to invest in
shares of our Class A Common Stock.
|
|
NYSE American LLC symbol
|
|
LEU
|
RISK FACTORS
Investing in our Class A Common Stock involves a high degree
of risk. You should carefully consider the following risk factors, as well as other information in this prospectus supplement,
the accompanying prospectus and the documents incorporated by reference in this prospectus supplement, 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 Exchange Act, before deciding whether to invest in shares of our Class A Common Stock. See “Where You Can Find More
Information” and “Information We Incorporate By Reference.” The occurrence of any of the events described below
could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of
our Class A Common Stock may decline, and you may lose all or part of your investment.
Additional Risks Related to This Offering
Our stock price and stock trading volume have been and
could remain volatile.
The market price of our Class A Common Stock
has historically experienced and may continue to experience significant volatility. From March 2020 through December 30, 2020,
the last reported sales prices of our common stock fluctuated from a high of $27.91 per share to a low of $4.25 per share. The
market price of our Class A Common Stock could be subject to wide fluctuations in response to the many risk factors listed in this
section, and others beyond our control, including:
|
|
•
|
general economic, market and industry conditions;
|
|
|
•
|
actions by the U.S. Government or other governments, including the imposition of trade restrictions, new or modified requirements,
taxes or duties;
|
|
|
•
|
actions and decisions by customers, including decisions to reduce operations, file for protection under bankruptcy laws, or
restrict competition;
|
|
|
•
|
actual or anticipated fluctuations in our financial condition and results of operations;
|
|
|
•
|
addition or loss of customers;
|
|
|
•
|
actual or anticipated changes in our rate of growth relative to our competitors;
|
|
|
•
|
additions or departures of key personnel;
|
|
|
•
|
announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
|
|
|
•
|
fluctuations in the valuation of companies perceived by investors to be comparable to us;
|
|
|
•
|
changes in applicable laws or regulations, including tariffs and trade and import laws and regulations;
|
|
|
•
|
issuance of new or updated research or reports by securities analysts;
|
|
|
•
|
sales or purchases of our Class A Common Stock or other Centrus securities by us or our stockholders;
|
|
|
•
|
concentration of existing ownership of the Company’s securities;
|
|
|
•
|
action by holders of Class B Common Stock, and Series B Senior Preferred Stock for reasons unrelated to performance of the
Company; and
|
|
|
•
|
share price and volume fluctuations attributable to inconsistent trading volume levels of our shares.
|
Significant changes
in our stock price may also cause stock-based compensation expense to increase or decrease significantly, including notional
amounts used to determine the value of awards which may be payable in cash, stock or a combination of cash and stock under
our long-term incentive plan. Further, the stock markets may experience extreme price and volume fluctuations that can affect
the market prices of equity securities. These fluctuations can be unrelated or disproportionate to the operating performance
of the companies issuing such securities. These broad market and industry fluctuations, as well as general economic,
political and market conditions such as the COVID-19 pandemic, recessions, interest rate changes or international currency
fluctuations, could harm the market price of our Class A Common Stock.
We will have broad discretion in the use of the net proceeds
from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your investment.
We intend to use the
net proceeds from the sale of shares of our Class A Common Stock in this offering for general working capital and corporate purposes,
which may include investment in technology development, repayment or repurchase of outstanding debt or repurchase or redemption
of shares of our Series B Senior Preferred Stock, capital expenditures, potential acquisitions and other business opportunities
and purposes.. We retain broad discretion over the use of the net proceeds from the sale of shares of Class A Common Stock and,
accordingly, you will need to rely upon the judgment of our board of directors and management with respect to the use of proceeds,
potentially with only limited information concerning our specific intentions. These proceeds could be applied in ways that do not
improve our operating results or increase the value of your investment.
You may experience immediate and substantial dilution.
The offering price
per share in this offering may exceed the as adjusted net tangible book value per share of our Class A Common Stock
outstanding prior to this offering. Assuming that an aggregate of 2,095,557 shares of our Class A Common Stock are sold
during the term of the sales agreement with the Agents at a price of $23.86 per share, the last reported sale price of
our Class A Common Stock on the NYSE American on December 30, 2020, for aggregate gross proceeds of $47.8 million, after
deducting commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of
$45.70 per share, representing the difference between our as-adjusted net tangible book value per share as of September
30, 2020, after giving effect to this offering and the assumed offering price. The exercise of outstanding stock options and
warrants may result in further dilution of your investment. Additionally, because the sales of shares of our Class A Common
Stock offered hereby will be made directly into the market, the prices at which we sell such securities will vary and these
variations may be significant. As a result, you may suffer dilution if you purchase shares in this offering at a higher price
than other shares offered hereby are sold. See the section entitled “Dilution” below for a more detailed
illustration of the dilution you would incur if you participate in this offering.
The actual number of shares we may
issue under the Sales Agreement, at any one time or in total, is uncertain
and you may experience future dilution as a result of future equity offerings.
Subject
to certain limitations in the Sales Agreement and compliance with applicable law, we have the discretion to deliver a sales notice
to an Agent at any time throughout the term of the Sales Agreement. The number of shares that are sold by
the Agents after delivering a sales notice, if any, will fluctuate based on the market price of the Class A Common Stock during
the sales period and limits we set with the Agents. Because the price per share of each share sold will fluctuate based on the
market price of our common stock during the sales period, it is not possible at this stage to predict the number of shares that
will be ultimately issued. In addition, in order to raise additional capital, we may offer in the future additional shares
of our Class A Common Stock or other securities convertible into or exchangeable for our Class A Common Stock at prices that may
not be the same as the price per share in this offering. We may sell shares or other securities in any other offering at a price
per share that is less than the price per share paid by investors in this offering, and investors purchasing shares or other securities
in the future could have rights superior to existing stockholders. The price per share at which we sell additional shares of our
common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower than the
price per share paid by investors in this offering.
We currently do not intend to pay
dividends on our Class A Common Stock and, are currently precluded from declaring or paying such dividends consequently, the only
opportunity to achieve a return on your investment is if the price of our Class A Common Stock appreciates.
We currently do not
plan to declare or pay dividends on shares of our Class A Common Stock in the foreseeable future and we are currently precluded
from declaring or paying dividends by the terms of our outstanding preferred securities. Consequently, your only opportunity to
achieve a return on the shares you purchase in this offering will be if the market price of our Class A Common Stock appreciates
and you sell your shares at a profit. We cannot assure you that we will ever pay dividends or that the price of our Class A Common
Stock in the market after this offering will ever exceed the price of any shares purchased.
The Series B Senior Preferred Stock
ranks senior to our common stock with respect to dividends, distributions and payments upon liquidation.
The Series B Senior
Preferred Stock ranks, with respect to dividend rights and rights upon our liquidation, dissolution or winding up, senior to our
common stock. The holders of the Series B Senior Preferred Stock accrue dividends at a rate of 7.5% per annum payable upon the
achievement by us of certain financial thresholds, which have not yet occurred, in preference to our Class A Common Stock. In the
event of our liquidation, dissolution or winding up, holders of our common stock will be entitled to share ratably in the net assets
legally available for distribution to stockholders after the payment of all of our debts and other liabilities, subject to the
satisfaction of any liquidation preference granted to the holders of any outstanding shares of preferred stock, including Series
B Senior Preferred Stock.
Our governing documents and Delaware
law could prevent a takeover that stockholders consider favorable and could also reduce the market price of our stock.
Our certificate of
incorporation, bylaws and the Section 382 Rights Agreement we have adopted with respect to our common stock and the transfer restrictions
in the Series B Preferred Stock contain certain provisions that could delay or prevent a change in control. These provisions could
also make it more difficult for stockholders to elect directors and take other corporate actions. These provisions include, without
limitation:
|
|
•
|
a requirement that stockholders must provide advance notice to propose nominations or have other
business considered at a meeting of stockholders;
|
|
|
•
|
supermajority stockholder approval to amend our bylaws or certain provisions in our certificate
of incorporation;
|
|
|
•
|
limitations on transferability; and
|
|
|
•
|
authorization of blank check preferred stock.
|
In addition, we are
subject to the provisions of Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders,
in particular those owning 15% or more of our outstanding Class A Common Stock, from engaging in certain business combinations
without the approval of substantially all of our stockholders for a certain period of time.
These and other
provisions in our certificate of incorporation, bylaws and under Delaware law, including restrictions on foreign ownership
and restrictions set forth in the Section 382 Rights Agreement, could discourage potential takeover attempts, reduce the
price that investors might be willing to pay for shares of our Class A Common Stock in the future and result in the market
price being lower than it would be without these provisions. For more information, see “Description of Capital
Stock— Provisions of the Company’s Certificate of Incorporation, Bylaws and Delaware Law that May Have an
Anti-Takeover Effect” in the accompanying prospectus.
USE OF PROCEEDS
The amount of proceeds from this offering
will depend upon the number of shares of our Class A Common Stock sold and the market price at which they are sold. There can be
no assurance that we will be able to sell any shares under or fully utilize the sales agreement with the Agents as a source of
financing.
We intend to use the net proceeds for
general working capital and corporate purposes, which may include investment in technology development, repayment or repurchase
of outstanding debt or repurchase or redemption of shares of our Series B Senior Preferred Stock, capital expenditures, potential
acquisitions and other business opportunities and purposes.
The precise amount, use and timing of the
application of such proceeds will depend upon our funding requirements and the availability and cost of other capital. Pending
application of the net proceeds as described above, we intend to invest the net proceeds of the offering in short-term, investment-grade,
interest-bearing securities and/or savings accounts.
DILUTION
If you invest in our
Class A Common Stock, your interest will be diluted to the extent of the difference between the price per share you pay in
this offering and the net tangible book value per share of our Class A Common Stock immediately after this offering. Our net
tangible book value of our Class A Common Stock as of September 30, 2020 was approximately $(340.8) million, or approximately
$(30.10) per share of Class A Common Stock based upon 11,320,689 shares of Class A Common Stock outstanding at
that time, and on an unconverted basis with respect to our shares of Class B Common Stock. Net
tangible book value per share is equal to our total tangible assets, less our total liabilities, divided by the total number
of shares of Class A Common Stock outstanding as of September 30, 2020.
After giving effect
to the assumed sale of our Class A Common Stock in the aggregate amount of $50 million at an assumed offering price
of $23.86 per share, the last reported sale price of our Class A Common Stock on the Exchange on December 30, 2020,
and after deducting estimated offering commissions and estimated offering expenses payable by us, our net tangible book value
as of September 30, 2020 would have been $(293.0) million, or $(21.84) per share of Class A Common Stock based on 13,416,246
shares of Class A Common Stock outstanding on a pro forma basis at that time. This represents an immediate increase in net
tangible book value of $8.26 per share to our existing stockholders and an immediate dilution in net tangible book value
of $45.70 per share to new investors in this offering.
The following table illustrates this calculation on a per share
basis:
|
Assumed offering price per share
|
|
|
|
$23.86
|
|
Net tangible book value per share as of September 30, 2020
|
|
$(30.10
|
)
|
|
|
Increase in net tangible book value per share attributable to the offering
|
|
$8.26
|
|
|
|
Pro forma net tangible book value per share as of September 30, 2020 after giving effect to the offering
|
|
$(21.84
|
)
|
|
|
Dilution in net tangible book value per share to new investors
|
|
|
|
$45.70
|
The number of shares of our Class A
Common Stock to be outstanding immediately after this offering on a pro forma basis is based on 13,416,246 shares of our Class
A Common Stock outstanding as of September 30, 2020 and excludes:
|
|
·
|
374, 478 shares of Class A Common Stock available for award under the Centrus Energy Corp. 2014
Equity Incentive Plan;
|
|
|
·
|
480,000 shares of Class A Common Stock issuable upon the exercise of outstanding options as of
September 30, 2020 with a weighted average exercise price of $4.01;
|
|
|
·
|
261,771 shares of Class A Common Stock issuable upon the vesting of outstanding restricted stock
units as of September 30, 2020; and
|
|
|
|
|
|
|
·
|
719,200 shares of Class B Common Stock, which may be converted into Class A Common Stock.
|
The above illustration of dilution per share
to investors participating in this offering assumes no exercise of outstanding options or vesting and settlement of outstanding
restricted stock units. To the extent that any outstanding options are exercised or outstanding restricted stock units are vested
and settled, there will be further dilution to new investors.
DIVIDEND POLICY
Centrus has never declared or paid any
cash dividends on its Class A Common stock, and we are currently precluded from declaring or paying dividends on our Class A Common
Stock by the terms of our Series B Preferred Stock. Holders of our Series B Preferred Stock are entitled to cumulative dividends
of 7.5% per annum of the aggregate liquidation preference at origination of $41.7 million. We did not meet the criteria for a
dividend payment obligation for the three months ended September 30, 2020 and the corresponding period in 2019, and we have not
declared, accrued or paid dividends on the Series B Preferred Stock since issuance on February 14, 2017. Dividends on the Series
B Preferred Stock are cumulative to the extent not paid at any quarter-end, whether or not declared and whether or not there are
assets of the Company legally available for the payment of such dividends in whole or in part. We currently anticipate that we
will retain all of our future earnings for use in the expansion and operation of our business and do not anticipate paying any
cash dividends in the foreseeable future. Any future determination to declare cash dividends will be made at the discretion of
our board of directors, subject to applicable law and will depend on our financial condition, results of operations, capital requirements,
general business conditions and other factors that our board of directors may deem relevant. In addition, the indenture governing
our 8.25% Notes restricts our ability to pay dividends on our capital stock in certain cases.
PLAN OF DISTRIBUTION
We have entered into a sales agreement with
B. Riley Securities, Inc .and Lake Street Capital Market, LLC (the “Agents”) under which we may issue and sell our
Class A Common Stock from time to time through the Agents acting as sales agents. Sales of shares of our Class A Common Stock,
if any, under this prospectus supplement and the accompanying prospectus may be made by any method that is deemed an “at
the market offering” as defined in Rule 415 promulgated under the Securities Act. We may instruct the Agents not to sell
Class A Common Stock if the sales cannot be effected at or above the price designated by us from time to time. We or any of the
Agents may suspend the offering of common stock upon notice and subject to other conditions.
The Agents will offer our Class A Common
Stock subject to the terms and conditions of the sales agreement as agreed upon by us and the Agents. Each time we wish to issue
and sell common stock under the sales agreement, we will notify an Agent of the number or dollar value of shares to be issued,
the time period during which such sales are requested to be made, any limitation on the number of shares that may be sold in one
day, any minimum price below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed
an Agent, unless the Agent declines to accept the terms of the notice, the Agents have agreed to use their commercially reasonable
efforts consistent with their normal trading and sales practices to sell such shares up to the amount specified on such terms.
The obligations of the Agents under the sales agreement to sell our common stock are subject to a number of conditions that we
must meet.
We will pay the Agents commissions for their
services in acting as agents in the sale of Class A Common Stock at a commission rate equal to up to 4.0% of the gross sales price
per share sold. Because there is no minimum offering amount required as a condition to close this offering, the actual total public
offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that the total expenses
for the offering, excluding commissions payable to the Agents under the terms of the sales agreement, will be approximately $220,000.
Settlement for sales of Class A Common Stock
will generally occur on the second business day following the date on which any sales are made, or on some other date that is agreed
upon by us and the Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is
no arrangement for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of the common
stock on our behalf, an Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the
compensation of the Agents will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification
and contribution to the Agents against certain civil liabilities, including liabilities under the Securities Act.
The offering of our Class A Common Stock
pursuant to the sales agreement will terminate upon the earlier of (i) the sale of all of our Class A Common Stock subject to the
sales agreement, or (ii) termination of the sales agreement as provided therein.
Additional Relationships
Mr. Mikel H. Williams, who serves on our
board of directors, also serves on the board of directors of B. Riley, one of the Agents.
The Agents and their respective affiliates
may in the future provide various investment banking and other financial services for us and our affiliates, for which services
they may in the future receive customary fees.
LEGAL MATTERS
The validity of the securities we are offering
will be passed upon by O’Melveny & Myers LLP, San Francisco, California. The Agents are being represented in connection
with this offering by Duane Morris LLP, New York, New York.
EXPERTS
The financial statements incorporated in
this prospectus supplement 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.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC, Washington, D.C.
20549, a registration statement on Form S-3 under the Securities Act with respect to the Class A Common Stock offered hereby. This
prospectus supplement does not contain all of the information set forth in the registration statement and the exhibits and schedules
thereto. For further information with respect to the Company and its Class A Common Stock, reference is made to the registration
statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus supplement as to the contents
of any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is
filed as an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement,
each statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits
and schedules thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C.
20549. Information on the operation of the Public Reference Room may be obtained by calling the Securities and Exchange Commission
(the “SEC” or “Commission”) at 1-800-SEC-0330. In addition, the SEC maintains an Internet site at www.sec.gov,
from which interested persons can electronically access the registration statement, including the exhibits and any schedules thereto.
We are subject to the information reporting
requirements of the Exchange Act, and we file periodic reports and other information with the SEC. All documents filed with the
SEC are available for inspection and copying at the addresses set forth above. We also maintain an Internet site at www.centrusenergy.com.
Our website and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus
supplement or the registration statement of which it forms a part.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The SEC allows us to “incorporate
by reference” the information we file with them which means that we can disclose important information to you by referring
you to those documents instead of having to repeat the information in this prospectus supplement. The information incorporated
by reference is considered to be part of this prospectus supplement, and later information that we file with the SEC will automatically
update and supersede this information. This prospectus supplement incorporates by reference the documents listed below (other than,
unless otherwise specifically indicated, current reports furnished under Item 2.02, Item 7.01 or Item 9.01 of Form 8-K and exhibits
filed on such form that are related to such items):
|
|
§
|
our Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (filed with the SEC on November 13, 2020),
for the fiscal quarter ended June 30, 2020 (filed with the SEC on August 6, 2020) and for the fiscal quarter ended March 31, 2020
(filed with the SEC on May 12, 2020);
|
|
|
§
|
our Current Reports on Form 8-K filed with the SEC on April
14, 2020 (only with respect to Items 1.01 and 3.03 thereof), June
18, 2020, June
18, 2020, August
25, 2020, September
21, 2020, October
19, 2020, October
23, 2020, and December 22, 2020;
|
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including all
such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of
the registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated
by reference.
We will furnish without charge to you, on
written or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents.
You should direct any requests for documents in writing to: Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, MD
20817, tel: (301) 564-3200. These documents are also available on the Investors section of our website, which is located at www.centrusenergy.com,
or as described under “Where You Can Find Additional Information” above. The reference to our website address does
not constitute incorporation by reference of the information contained on our website.
You should rely only on information contained
in, or incorporated by reference into, this prospectus supplement. We have not authorized anyone to provide you with information
different from that contained in this prospectus supplement or incorporated by reference in this prospectus supplement. We are
not making offers to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which
the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or
solicitation.
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 July 30, 2020, the last reported sale price of our
common stock was $15.10 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 5 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):
|
|
§
|
our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC
on March 27, 2020);
|
|
|
§
|
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);
|
|
|
§
|
our
Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (filed with
the SEC on May 12, 2020);
|
|
|
§
|
our
Form 8A12B-A, filed with the SEC on April 14,
2020; and
|
|
|
§
|
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).
|
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, (i) after the date of this prospectus and prior to effectiveness of this registration
statement on Form S-3 and (ii) 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:
|
|
§
|
the title and ranking of the debt securities (including the terms of any subordination provisions);
|
|
|
§
|
the price or prices (expressed as a percentage of the principal amount) at which we will sell the
debt securities;
|
|
|
§
|
the aggregate principal amount of the debt securities being offered and any limit on the aggregate
principal amount of such series of debt securities;
|
|
|
§
|
whether any of our direct or indirect subsidiaries will guarantee the debt securities, including
the terms of subordination, if any, of such guarantees;
|
|
|
§
|
the date or dates on which the principal of the securities of the series is payable;
|
|
|
§
|
the interest rate, if any, and the method for calculating the interest rate;
|
|
|
§
|
the dates from which interest will accrue, the interest payment dates and the record dates for
the interest payments;
|
|
|
§
|
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;
|
|
|
§
|
any mandatory or optional redemption terms;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
the denominations in which the debt securities will be issued;
|
|
|
§
|
whether the debt securities will be issued in the form of certificated debt securities or global
debt securities;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
any provisions relating to any security provided for the debt securities;
|
|
|
§
|
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;
|
|
|
§
|
any addition to, deletion of or change in the covenants described in this prospectus or in the
indenture with respect to the debt securities;
|
|
|
§
|
any depositaries, interest rate calculation agents, exchange rate calculation agents or other agents
appointed with respect to the debt securities;
|
|
|
§
|
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
|
|
|
§
|
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.
|
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:
|
|
§
|
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
|
|
|
§
|
immediately after giving effect to the transaction, no default or event of default, shall have
occurred and be continuing.
|
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:
|
|
§
|
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);
|
|
|
§
|
default in the payment of principal of any security of that series at its maturity;
|
|
|
§
|
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;
|
|
|
§
|
certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of Centrus;
and
|
|
|
§
|
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.
|
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:
|
|
§
|
that holder has previously given to the trustee written notice of a continuing event of default
with respect to debt securities of that series;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
the trustee has failed to institute any such proceeding for 60 days after its receipt of such notice,
request and offer of indemnity; and
|
|
|
§
|
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.
|
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:
|
|
§
|
to add guarantees with respect to debt securities of a series or secure debt securities of a series;
|
|
|
§
|
to surrender any of our rights or powers under the indenture;
|
|
|
§
|
to add covenants or events of default for the benefit of the holders of any series of debt securities;
|
|
|
§
|
to comply with the applicable procedures of the applicable depositary;
|
|
|
§
|
to cure any ambiguity, defect or inconsistency;
|
|
|
§
|
to comply with covenants in the indenture described above under the heading “Consolidation,
Merger and Sale of Assets”;
|
|
|
§
|
to provide for uncertificated securities in addition to or in place of certificated securities;
|
|
|
§
|
to make any change that does not materially adversely affect the rights of any holder of debt securities;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
to comply with requirements of the SEC in order to effect or maintain the qualification of the
indenture under the Trust Indenture Act; and
|
|
|
§
|
for certain other reasons set forth in any prospectus supplement.
|
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:
|
|
§
|
reduce the principal amount of debt securities whose holders must consent to an amendment, supplement
or waiver;
|
|
|
§
|
reduce the rate of or extend the time for payment of interest (including default interest) on any
debt security;
|
|
|
§
|
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;
|
|
|
§
|
reduce the principal amount of discount securities payable upon acceleration of maturity;
|
|
|
§
|
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);
|
|
|
§
|
make the principal of, or any interest on, any debt security payable in currency other than that
stated in the debt security;
|
|
|
§
|
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;
|
|
|
§
|
make any change to certain provisions of the indenture relating to waivers or amendments; or
|
|
|
§
|
waive a redemption payment with respect to any debt security, provided that such redemption is
made at our option.
|
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:
|
|
§
|
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
|
|
|
§
|
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”).
|
The conditions include:
|
|
§
|
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
|
|
|
§
|
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
|
|
|
§
|
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.
|
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:
|
|
§
|
the offering price and the aggregate number of warrants offered;
|
|
|
§
|
the currencies in which the warrants are being offered;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
the date on and after which the holder of the warrants can transfer them separately from the related
series of debt securities;
|
|
|
§
|
the terms of any rights to redeem or call the warrants;
|
|
|
§
|
the date on which the right to exercise the warrants begins and the date on which that right expires;
|
|
|
§
|
federal income tax consequences of holding or exercising the warrants; and
|
|
|
§
|
any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
|
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:
|
|
§
|
the offering price and the aggregate number of warrants offered;
|
|
|
§
|
the total number of shares that can be purchased if a holder of the warrants exercises them;
|
|
|
§
|
the number of warrants being offered with each share of common stock;
|
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
the terms of any rights to redeem or call, or accelerate the expiration of, the warrants;
|
|
|
§
|
the date on which the right to exercise the warrants begins and the date on which that right expires;
|
|
|
§
|
federal income tax consequences of holding or exercising the warrants; and
|
|
|
§
|
any other specific terms, preferences, rights or limitations of, or restrictions on, the warrants.
|
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:
|
|
§
|
deliver to the warrant agent the payment required by the applicable prospectus supplement to purchase
the underlying security;
|
|
|
§
|
properly complete and sign the reverse side of the warrant certificate representing the warrants;
and
|
|
|
§
|
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.
|
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:
|
|
§
|
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;
|
|
|
§
|
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;
|
|
|
§
|
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
|
|
|
§
|
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;
|
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:
|
|
§
|
certain reclassifications, capital reorganizations or changes of the common stock or preferred
stock;
|
|
|
§
|
certain share exchanges, mergers, or similar transactions involving us that result in changes of
the common stock or preferred stock; or
|
|
|
§
|
certain sales or dispositions to another entity of all or substantially all of our property and
assets.
|
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:
|
|
§
|
the date for determining the persons entitled to participate in the rights distribution;
|
|
|
§
|
the exercise price for the rights;
|
|
|
§
|
the aggregate number or amount of underlying securities purchasable upon exercise of the rights;
|
|
|
§
|
the number of rights issued to each stockholder and the number of rights outstanding, if any;
|
|
|
§
|
the extent to which the rights are transferable;
|
|
|
§
|
the date on which the right to exercise the rights will commence and the date on which the right
will expire;
|
|
|
§
|
the extent to which the rights include an over-subscription privilege with respect to unsubscribed
securities;
|
|
|
§
|
anti-dilution provisions of the rights, if any; and
|
|
|
§
|
any other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights.
|
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:
|
|
§
|
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;
|
|
|
§
|
any provision for the issuance, payment, settlement, transfer or exchange of the units or of the
securities comprising the units; and
|
|
|
§
|
whether the units will be issued in fully registered
or global form.
|
Plan Of
Distribution
We may sell the securities from time to
time, by a variety of methods, including the following:
|
|
§
|
on any national securities exchange or quotation service on which our securities may be listed
at the time of sale, including the NYSE American;
|
|
|
§
|
in the over-the-counter market;
|
|
|
§
|
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;
|
|
|
§
|
through ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
|
|
|
§
|
through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
|
|
|
§
|
through underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination
of these methods;
|
|
|
§
|
through the writing or settlement of options or other hedging transactions, whether through an
options exchange or otherwise;
|
|
|
§
|
a combination of any of these methods; or
|
|
|
§
|
by any other method permitted pursuant to applicable law.
|
The securities may be distributed from
time to time in one or more transactions:
|
|
§
|
at a fixed price or prices, which may be changed;
|
|
|
§
|
at market prices prevailing at the time of sale;
|
|
|
§
|
at prices related to such prevailing market prices; or
|
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.
Up to $50,000,000
Centrus Energy Corp.
Class A Common Stock
Prospectus
|
B. Riley Securities
|
Lake Street
|
December 31, 2020
Centrus Energy (AMEX:LEU)
Historical Stock Chart
From Mar 2024 to Apr 2024
Centrus Energy (AMEX:LEU)
Historical Stock Chart
From Apr 2023 to Apr 2024
