BETHESDA, Md., Oct. 20, 2021 /PRNewswire/ -- Centrus Energy Corp. (NYSE American: LEU) ("Centrus" or the "Company") announced that the Company is commencing now a tender market to purchase all of its impressive Series B Senior Preferred Stock, par value $1.00 per share (the "Series B Preferred Shares"), at a price per Series B Preferred Share (inclusive of any kind of rights to accrued but unphelp dividends) of $1,145.20, much less any kind of applicable withholding taxes. The accumulation liquidation choice per Series B Preferred Share (consisting of accrued but unpassist dividends) was $1,347.29 as of September 30, 2021. The tender offer will certainly expire at 5:00 p.m., Eastern Standard Time, on Thursday, November 18, 2021, unmuch less the sell is extfinished. Tenders of Series B Preferred Shares have to be made before the expiration of the tender market and also may be withattracted at any kind of time prior to the expiration time, in each situation, in accordance through the measures explained in the tender offer materials. The Company kind of inhas a tendency to pay for the shares repurchased in the tender market through obtainable cash.
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Centrus Energy Corp., Bethesda, MD (PRNewsfoto/Centrus Energy Corp.)
Stockholders whose Series B Preferred Shares are purchased in the tender offer will be passist $1,145.20 in cash, much less any type of applicable withholding taxes, for each share (inclusive of any rights to accrued however unpassist dividends) after the expiration of the tender offer. As of September 30, 2021, there were 37,847 Series B Preferred Shares outstanding, with an accumulation liquidation preference of about $51.0 million or about $1,347.29 per share, consisting of (i) roughly $37.8 million original liquidation choice and also (ii) approximately $13.2 million of cumulative accrued unphelp dividends.
Conpresently with the tender offer, the Company kind of is also soliciting consents from holders of the Series B Preferred Shares to amend (the "Series B Preferred Amendment") the certificate of desigcountry of the Series B Preferred Shares (the "Certificate of Designation") from and after the efficient date of the Series B Preferred Amendment to: (i) cease any kind of duty to pay dividends on Series B Preferred Shares (various other than the payment of accrued dividends in connection via a redemption or circulation of assets upon liquidation, dissolution or winding up), (ii) permit the Company type of to redeem Series B Preferred Shares throughout the 90 days complying with the date of efficiency of the Series B Preferred Amendment at the exact same redemption price per share as the tender sell (plus provision for additional accrued dividends), (iii) remove the prohibition on the declaration and also payment of dividends on junior stock of the Company type of, which consists of all shares of the Company"s capital stock defined as "Typical Stock" in the Company"s Amfinished and Restated Certificate of Incorporation, or the redemption, purchase or acquisition of such junior stock, and (iv) remove the restriction on redemption, purchase or acquisition of funding stock of the Company type of ranking on parity through the Series B Preferred Shares.
Pursuant to the terms of the Certificate of Desigcountry, the consent of holders of at leastern 90% of the impressive Series B Preferred Shares is compelled to grant the Series B Preferred Amendment. As such, one of the problems to the adoption of the Series B Preferred Amendment is the receipt of the consent of holders of at least 90% of the impressive Series B Preferred Shares. If the Series B Preferred Amendment is apshowed, the Company type of currently intends to redeem all Series B Preferred Shares that remajor superior following the consummation of the tender sell at the decreased redemption price referred to in clausage (ii) over.
D.F. King & Co., Inc. is serving as information agent for the tender offer and Computershare Trust Company, N.A. is serving as the depositary for the tender offer. Once commenced, please straight all questions relating to the tender sell to the indevelopment agent, D. F. King & Co., Inc. toll-free at (800) 967-5074; banks and also brokers may contact D.F. King at (212) 269-5550, or using e-mail at centrus
The tender sell will not be contingent upon the receipt of financing or any type of minimum number of Series B Preferred Shares being tendered. However, the tender market and also consent solicitation are topic to a number of other terms and problems, which will certainly be described in detail in the market to purchase for the tender market and consent solicitation. Specific instructions and a finish explanation of the terms and conditions of the tender sell will certainly be included in the offer to purchase, the associated letter of transmittal and also various other related products, which will be mailed to stockholders of record promptly after beginning of the tender market.
While the Centrus Board of Directors has actually authorized Centrus to make the tender offer and consent out solicitation, neither Centrus, its board of directors, the depository, nor the information agent provides any type of referral regarding whether to tender and consent to the Series B Preferred Amendment or refrain from tendering Series B Preferred Shares. Centrus has actually not authorized any perkid to make any type of such referral. Stockholders need to make their very own decision as to whether to tender some or all of their Series B Preferred Shares and consent to the Series B Preferred Amendment. In doing so, stockholders have to consult their own financial and also taxation advisors and read very closely and evaluate the information in the tender offer and consent solicitation papers, once accessible.
More Indevelopment Regarding the Tender Offer
This interaction is for informational objectives only. This interaction is not a reference to buy or market Centrus Series B Preferred Shares or any type of other securities, and it is neither an offer to purchase nor a solicitation of an offer to sell Centrus Series B Preferred Shares or any kind of various other securities. Centrus has filed a tender offer statement on Schedule TO, including an market to purchase, letter of transmittal and also associated products, with the USA Securities and Exreadjust Commission (the "SEC"). The tender sell and consent solicitation are just made pursuant to the sell to purchase, letter of transmittal and also consent out and also connected materials filed as a part of the Schedule TO. Stockholders need to check out carefully the sell to purchase, letter of transmittal and consent out and also associated products bereason they contain necessary indevelopment, consisting of the various terms of, and also conditions to, the tender sell and also consent solicitation. Stockholders may obtain a complimentary copy of the tender offer statement on Schedule TO, the market to purchase, letter of transmittal and other papers that Centrus has filed via the SEC at the SEC"s webwebsite at www.sec.gov or from the Centrus website at www.centruspower.com or from the information agent for the tender offer.
Centrus Energy is a trusted supplier of nuclear fuel and also services for the nuclear power market. Centrus provides worth to its energy customers via the relicapability and diversity of its supply sources – helping them satisfy the prospering require for clean, affordable, carbon-complimentary power. Because 1998, the Company kind of has actually gave its utility customers through more than 1,750 reactor years of fuel, which is indistinguishable to 7 billion loads of coal. With world-course technological and design capabilities, Centrus is additionally advancing the next generation of centrifuge innovations so that America can reclaim its residential uranium enrichment capcapacity later. Find out even more at www.centruspower.com.
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This press release contains statements that constitute forward-looking statements within the meaning of Section 21E of the Securities Exadjust Act of 1934. In this conmessage, forward-looking statements mean statements pertained to future occasions, and also frequently contain words such as "expects," "anticipates," "inhas a tendency," "plans," "believes," "will," "should," "can," "would certainly," or "may" and also other words of similar meaning. These statements incorporate statements regarding the terms and also timing of completion of the tender sell and consent solicitation, consisting of acceptance of purchase of the Series B Preferred Shares, the meant expiration time and also the satisfaction or waiver of certain conditions to the tender offer and consent out solicitation, and the Company"s intention to redeem all Series B Preferred Shares that remain superior following consummation of the tender sell. Forward-looking statements by their nature address matters that are, to various levels, uncertain. Particular dangers and uncertainties that could reason results to differ from those expressed in these financial statements incorporate conditions in financial sectors, response by Series B Preferred holders to the tender sell and consent out solicitation and various other determinants defined in the Company"s filings through the Securities and also Exadjust Commission. These components might not constitute all factors that might reason actual results to differ from those discussed in any type of forward-looking statement. Accordingly, forward-looking statements need to not be relied upon as a predictor of actual results. Readers are urged to very closely review and also take into consideration the assorted disclosures made in this report and also in our various other filings via the Securities and Exreadjust Commission that attempt to advise interested parties of the risks and also factors that might influence our service. We perform not undertake to update our forward-looking statements to reflect events or situations that might aincrease after the day of this release, other than as required by law.