BETHESDA, Md., Nov. 23, 2021 /PRNewswire/ -- Centrus Energy
Corp. (NYSE American: LEU) ("Centrus" or the "Company") today
announced the final results of its tender offer (the "Offer") to
purchase all of its outstanding Series B Senior Preferred Stock,
par value $1.00 per share (the
"Series B Preferred Shares") at a purchase price per share
(inclusive of any rights to accrued but unpaid dividends) of
$1,145.20 in cash, less any
applicable withholding taxes, and the related consent solicitation
(the "Consent Solicitation") to amend the certificate of
designation of the Series B Preferred Shares (the "Series B
Preferred Amendment"). The Offer and Consent Solicitation expired
at 5:00 p.m., Eastern time on
Thursday, November 18, 2021.
Based on the final tabulation by Computershare Trust Company,
N.A., the depositary for the Offer and Consent Solicitation, 36,867
shares of the Series B Preferred Shares were properly tendered and
not properly withdrawn in the Offer, and corresponding consents
have been delivered in the Consent Solicitation. Pursuant to
the terms of the Offer and Consent Solicitation, the Company has
accepted for purchase all of the Series B Preferred Shares tendered
in the Offer, for an aggregate purchase price of $42.2 million. The accepted shares represent
97.4% of the Company's outstanding Series B Preferred Shares as of
September 30, 2021. Based on the
final results, the requisite consent of at least 90% of the
outstanding Series B Preferred Shares required to approve the
Series B Preferred Amendment was obtained.
The depositary will promptly issue payment for the shares
properly tendered and accepted for purchase and will return all
other shares tendered. Payment for shares will be made in cash,
subject to applicable withholding and without interest. Payment for
all shares purchased was made on November
23, 2021.
D.F. King & Co., Inc. served as information agent and
Computershare Trust Company, N.A. served as the depositary for the
Offer and Consent Solicitation.
Redemption of Series B Preferred Shares
In addition, because Centrus received the requisite consent to
approve the Series B Preferred Amendment, Centrus issued a notice
of redemption to redeem all of the Series B Preferred Shares that
remained outstanding following consummation of the Offer in
accordance with the terms of the Series B Preferred Amendment.
Additional Information Regarding the Offer and Consent
Solicitation and the Redemption
This communication (i) is for informational purposes only, (ii)
is not a recommendation to buy or sell Series B Preferred Shares or
any other securities, (iii) is neither an offer to purchase nor a
solicitation of an offer to sell Series B Preferred Shares or any
other securities, and (iv) shall not constitute a notice of
redemption pursuant to the terms of the Series B Preferred
Shares.
Centrus has filed a tender offer statement on Schedule TO (as
amended or supplemented, the "Schedule TO"), including an offer to
purchase, letter of transmittal and related materials, with the
United States Securities and Exchange Commission (the "SEC"). The
Offer and Consent Solicitation are only made pursuant to the offer
to purchase, letter of transmittal and consent and related
materials filed as a part of the Schedule TO. Stockholders should
read carefully the offer to purchase, letter of transmittal and
consent and related materials because they contain important
information, including the various terms of, and conditions to, the
Offer and Consent Solicitation. Stockholders may obtain a free copy
of the tender offer statement on Schedule TO, the offer to
purchase, letter of transmittal and other documents that Centrus
has filed with the SEC at the SEC's website at www.sec.gov or from
the Centrus website at www.centrusenergy.com or from the
information agent for the tender offer.
About Centrus
Centrus Energy is a trusted supplier of nuclear fuel and
services for the nuclear power industry. Centrus provides value to
its utility customers through the reliability and diversity of its
supply sources – helping them meet the growing need for clean,
affordable, carbon-free electricity. Since 1998, the Company has
provided its utility customers with more than 1,750 reactor years
of fuel, which is equivalent to 7 billion tons of coal. With
world-class technical and engineering capabilities, Centrus is also
advancing the next generation of centrifuge technologies so that
America can restore its domestic uranium enrichment capability in
the future. Find out more at www.centrusenergy.com.
Forward-Looking Statements
This press release contains statements that constitute
forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act of 1934. In this context, forward-looking
statements mean statements related to future events, and often
contain words such as "expects," "anticipates," "intends," "plans,"
"believes," "will," "should," "could," "would," or "may" and other
words of similar meaning. These statements include statements
regarding the redemption of all of the Series B Preferred Shares
that remain outstanding following the consummation of the Offer.
Forward-looking statements by their nature address matters that
are, to different degrees, uncertain. Particular risks and
uncertainties that could cause results to differ from those
expressed in these financial statements include conditions in
financial markets, response by holders of Series B Preferred Shares
to the Offer and Consent Solicitation and other factors described
in the Company's filings with the SEC. These factors may not
constitute all factors that could cause actual results to differ
from those discussed in any forward-looking statement. Accordingly,
forward-looking statements should not be relied upon as a predictor
of actual results. Readers are urged to carefully review and
consider the various disclosures made in this press release and in
our other filings with the SEC 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 press release, except as required by law.
Centrus Investor Contacts:
Investors: Dan Leistikow (301)
564-3399 or LeistikowD@centrusenergy.com
Media: Lindsey Geisler (301)
564-3392 or GeislerLR@centrusenergy.com
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SOURCE Centrus Energy Corp.