BETHESDA, Md.--(BUSINESS WIRE)--Feb. 10, 2017--
Centrus Energy Corp. (NYSE MKT: LEU) (the “Company”) announced
the expiration and final results of its previously announced private
exchange offer (the “Exchange Offer”) to exchange any and all of
the Company’s 8.0% PIK toggle notes due 2019/2024 (the “Outstanding
Notes”) for up to (i) $85 million 8.25% senior secured notes due
2027 (the “New Notes”), (ii) $120 million liquidation amount of
7.5% cumulative redeemable preferred stock (the “Preferred Stock”),
and (iii) $30 million in cash. The New Notes will be guaranteed on a
subordinated and limited basis (the “Guarantee”) by the Company’s
subsidiary, United States Enrichment Corporation.
According to information provided by the exchange agent and information
agent for the Exchange Offer and Consent Solicitation, as of 11:59 p.m.,
New York City time, on February 9, 2017 (the "Expiration Date"),
the Company had received tenders from holders of $204,944,468 in
aggregate principal amount of the Outstanding Notes, representing
approximately 87.4% of the total outstanding principal amount of the
Outstanding Notes.
All holders who tendered prior to the Expiration Date will receive
$362.36 principal amount of New Notes, $509.75 liquidation amount of
Preferred Stock and a cash payment of $127.89 in exchange for each
$1,000 principal amount of Outstanding Notes validly tendered and
accepted for exchange by us pursuant to the Exchange Offer. For each
$1,000 principal amount of Outstanding Notes validly tendered on or
prior to 11:59 p.m., New York City time, on February 2, 2017 (the “Early
Tender Date”) and not validly withdrawn, holders will receive an
additional Early Tender Premium equal to a cash payment of $7.50.
All conditions to the Exchange Offer and Consent Solicitation have been
satisfied or waived, including the receipt of valid consents from the
holders of a majority of the outstanding principal amount of the
Outstanding Notes to the proposed amendments to the indenture for the
Outstanding Notes. The Exchange Offer was conditioned upon the receipt
of valid tenders of Outstanding Notes, not withdrawn, of at least
$211.12 million aggregate principal amount of Outstanding Notes on or
before the Expiration Date (the “Minimum Participation Condition”),
but the Minimum Participation condition has been waived to $199.39
million with the consent of noteholders party to the Support Agreements
(as defined Offering Memorandum dated January 5, 2017, as amended (the “Offering
Memorandum”)) holding, in the aggregate, no less than a majority of
the Outstanding Notes held by noteholders party to the Support
Agreements, as described in the Offering Memorandum. The settlement date
is expected to be on February 14, 2017. The Company expects to issue an
aggregate of $74,263,580 principal amount of New Notes, $104,470,357
million liquidation preference of Preferred Stock and pay approximately
$27,560,110 million in cash in satisfaction to the tendered Outstanding
Notes.
* * *
The New Notes, the Guarantee and the Preferred Stock will not be
registered under the Securities Act of 1933, as amended (the “Securities
Act”), and may not be transferred or sold in the United States
absent registration or an applicable exemption from the registration
requirements of the Securities Act. The Exchange Offer is being made
only to qualified institutional buyers, accredited investors and,
outside the United States, to persons other than U.S. persons. The
Exchange Offer is made only by, and pursuant to, the terms set forth in
the Exchange Offer Memorandum, and the information in this press release
is qualified by reference to the Exchange Offer Memorandum.
This press release shall not constitute a solicitation of consents, an
offer to sell or the solicitation of an offer to buy any security and
shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offering, solicitation or sale would be unlawful. No
recommendation is made as to whether holders of the Outstanding Notes
should tender their securities or give their consent.
Forward Looking Statements
This news release contains “forward-looking statements” within the
meaning of Section 21E of the Securities Exchange Act of 1934 - that is,
statements related to future events. In this context, forward-looking
statements 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, risks and
uncertainties related to the limited trading markets in our securities;
risks related to our ability to maintain the listing of our common stock
on the NYSE MKT LLC; 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”); risks related to actions that may be taken
by the U.S. government, the Russian government or other governments that
could affect our ability or the ability of our sources of supply to
perform under contract obligations, including the imposition of
sanctions, restrictions or other requirements; the impact of government
regulation including by the U.S. Department of Energy and the U.S.
Nuclear Regulatory Commission; the outcome of legal proceedings and
other contingencies (including lawsuits and government investigations or
audits); 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 associated with our reliance on third-party suppliers
to provide essential products or services to us; pricing trends and
demand in the uranium and enrichment markets and their impact on our
profitability; uncertainty regarding our ability to commercially deploy
competitive enrichment technology; risks and uncertainties regarding
funding for the American Centrifuge project and our ability to perform
under our agreement with UT-Battelle, LLC, the management and operating
contractor for Oak Ridge National Laboratory, for continued research and
development of the American Centrifuge technology; the competitive
environment for our products and services; the potential for further
demobilization or termination of the American Centrifuge project; risks
related to the current demobilization of the portions of the American
Centrifuge project including risks that the schedule could be delayed
and costs could be higher than expected; the timing, savings and
execution of any potential restructurings; potential strategic
transactions, which could be difficult to implement, disrupt our
business or change our business profile significantly; changes in the
nuclear energy industry; the impact of financial market conditions on
our business, liquidity, prospects, pension assets and insurance
facilities; revenue and operating results can fluctuate 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 our Annual Report on Form
10-K for the fiscal year ended December 31, 2015 and subsequent
Quarterly Reports on Form 10-Q, which are available on our website at www.centrusenergy.com.
We do not undertake to update our forward-looking statements except as
required by law.
View source version on businesswire.com: http://www.businesswire.com/news/home/20170210005306/en/
Source: Centrus Energy Corp.
Centrus Energy Corp.
Don Hatcher, 301-564-3460
