Amended Tender Offer Statement by Issuer (sc To-i/a)
18 November 2020 - 10:31PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
(Amendment No. 1)
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR
13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
Centrus Energy Corp.
(Name of Subject Company (Issuer) and
Filing Person (Issuer))
Series B Senior Preferred Stock
(Title of Class of Securities)
U15601401
15643U203
15643U302
(CUSIP Number of Class of Securities)
Philip Strawbridge
Senior Vice President, Chief Financial
Officer,
Chief Administrative Officer, and Treasurer
Centrus Energy Corp.
6901 Rockledge Drive, Suite 800
Bethesda, Maryland 20817
(301) 564-3200
(Name, address, and telephone number
of person authorized to receive notices and communications on behalf of filing persons)
Copies of communications to:
C. Brophy Christensen, Esq.
Eric Sibbitt, Esq.
O’Melveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, California 94111
(415) 984-8700
CALCULATION OF FILING FEE
Transaction Valuation(1)
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Amount
of Filing Fee(2)
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$60,000,000
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$6,546
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(1)
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The transaction value is estimated only for purposes
of calculating the filing fee. This amount is based on the offer to purchase up to a total of 62,854 shares of Series B Senior
Preferred Stock, par value $1.00 per share (the “Series B Preferred Shares”), issued by Centrus Energy Corp. and outstanding
as of October 19, 2020 at a purchase price of $954.59 per Series B Preferred Share.
|
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(2)
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The filing fee was calculated in accordance with Rule
0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2021, issued August 26,
2020, by multiplying the transaction valuation by 0.0001901.
|
|
x
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Check the box if any part of the fee is offset as provided
by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing.
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Amount Previously Paid:
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$6,546
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Form or Registration No.:
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Schedule TO
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Filing Party:
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Centrus Energy Corp.
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Date Filed:
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October 19, 2020
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¨
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Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
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Check
the appropriate boxes below to designate any transactions to which the statement relates:
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¨
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third-party tender offer subject to Rule 14d-1.
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x
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issuer tender offer subject to Rule 13e-4.
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¨
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going-private transaction subject to Rule 13e-3.
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¨
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amendment to Schedule 13D under Rule 13d-2.
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Check
the following box if the filing is a final amendment reporting the results of the tender offer: ¨
If
applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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¨
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer)
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¨
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Rule 14d-1(d) (Cross-Border Third Party Tender Offer)
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AMENDMENT NO. 1 TO SCHEDULE
TO
This
Amendment No. 1 (this “Amendment No. 1”) amends and supplements the Tender Offer Statement on Schedule TO originally
filed with the United States Securities and Exchange Commission by Centrus Energy Corp., a Delaware corporation (“Centrus”
or the “Company”), on October 19, 2020 (the “Schedule TO”), in connection with the Company’s offer
to purchase up to $60 million in value of shares of its 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 $954.59
in cash, less any applicable withholding taxes (up to 62,854 outstanding Series B Preferred Shares of the Company).
Only those items amended or supplemented are
reported in this Amendment No. 1. Except as specifically provided herein, the information contained in the Schedule TO remains
unchanged and this Amendment No. 1 does not modify any of the information previously reported on the Schedule TO. You should read
this Amendment No. 1 together with the Schedule TO, the Offer to Purchase, dated October 19, 2020, and the related Letter of Transmittal.
ITEM 11. ADDITIONAL INFORMATION
Item 11 is hereby amended and supplemented as follows:
On November 18, 2020, Centrus
issued a press release announcing the preliminary results of the tender offer, which expired at 5:00 p.m., Eastern time, on Tuesday,
November 17, 2020. A copy of such press release is filed as Exhibit (a)(5)(C) to this Amendment No. 1 and is incorporated herein
by reference.
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended
and supplemented by adding the following Exhibits:
(a)(5)(C) Press Release, dated November 18, 2020.
(d)(15) Current Report on Form 8-K (as filed with the SEC on October 23, 2020 and incorporated herein by reference).
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
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Centrus Energy Corp.
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By:
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/s/ Philip Strawbridge
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Philip Strawbridge
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Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer
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Dated: November 18, 2020
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EXHIBIT INDEX
(a)(1)(A)(1)
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Offer
to Purchase, dated as of October 19, 2020.
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(a)(1)(B)(1)
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Form
of Letter of Transmittal
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(a)(1)(C)(1)
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Form
of Notice of Guaranteed Delivery
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(a)(1)(D)(1)
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Form
of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(1)(E)(1)
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Form
of Letter to Clients of Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
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(a)(2)
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Not applicable
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(a)(3)
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Not applicable
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(a)(4)
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Not applicable
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(a)(5)(A)
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Current
Report on Form 8-K (as filed with the SEC on October 19, 2020 and incorporated herein by reference).
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(a)(5)(B)
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Press Release, dated October 19, 2020 (incorporated
by reference to Exhibit 99.1 to the Current Report on 8-K filed by the Company with the SEC on October 19, 2020)
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(a)(5)(C)(2)
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Press Release, dated November 18, 2020.
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(b)
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Not applicable
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(d)(1)
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Amended and Restated Certificate of Incorporation
of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 8-A,
filed with the SEC on September 30, 2014)
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(d)(2)
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Third Amended and Restated Bylaws of Centrus
Energy Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Annual Report on Form 10-K for the year ended
December 31, 2016, filed with the SEC on March 31, 2017)
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(d)(3)
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Rights Agreement dated as of April 6, 2016,
among Centrus Energy Corp., Computershare Inc. (“Computershare”) and Computershare Trust Company, N.A., together
with Computershare, as Rights Agent (incorporated by reference to Exhibit 4.1 to the Company’s Registration Statement
on Form 8-A, filed with the SEC on April 7, 2016)
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(d)(4)
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Form of First Amendment to Section 382 Rights
Agreement by and between Centrus Energy Corp., Computershare Trust Company, N.A. and Computershare Inc., to be dated on or
about February 7, 2017 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed
with the SEC on January 5, 2017)
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(d)(5)
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Second Amendment to the Section 382 Rights
Agreement, dated as of April 3, 2019, between Centrus Energy Corp., Computershare Trust Company, N.A. and Computershare Inc.
(incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April 4,
2019)
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(d)(6)
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Third Amendment to the Section 382 Rights
Agreement, dated as of April 13, 2020, by and among Centrus Energy Corp., Computershare Trust Company N.A. and Computershare
Inc. (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed with the SEC on April
14, 2020)
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(d)(7)
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Certificate
of the Voting Powers, Designations, Preferences and Relative Participating, Optional and Other Special Rights and Qualifications,
Limitations or Restrictions of Series A Participating Cumulative Preferred Stock of Centrus Energy Corp. (incorporated by
reference to Exhibit 3.1 to the Company’s Registration Statement on Form 8-A, filed with the SEC on April 7, 2016)
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(d)(8)
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Employment Agreement, dated March 6, 2015,
by and between Centrus Energy Corp. and Daniel B. Poneman (incorporated by reference to Exhibit 10.7 of the Company’s
Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 7, 2015).
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(d)(9)
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Amended Employment Agreement, dated November
28, 2018, by and between Centrus Energy Corp. and Daniel B. Poneman (incorporated by reference to the Exhibit 10.38 of the
Company’s Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on March 27, 2020)
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(d)(10)
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2016 Executive Incentive Plan (incorporated
by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 12, 2016)
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(d)(11)
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Centrus Energy Corp. 2014 Equity Incentive
Plan (as amended and restated in May 2017) (incorporated by reference to Exhibit 10.48 of the Company’s Quarterly Report
on Form 10-Q for the quarter ended September 30, 2018, filed with the SEC on November 8, 2018)
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(d)(12)
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USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated, dated November 1, 2007 (incorporated by reference to Exhibit 10.64 of the Company’s Annual
Report on Form 10-K/A for the year ended December 31, 2007, filed with the SEC on February 29, 2008), as amended by the First Amendment dated October 28, 2009 to the USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated (incorporated
by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed
with the SEC on March 1, 2010).
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(d)(13)
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2019 Executive Incentive Plan (incorporated
by reference to the Exhibit 10.60 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2019,
filed with the SEC on March 27, 2020)
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(d)(14)
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Voting and Nomination Agreement, dated April
13, 2020, by and among Centrus Energy Corp. and the MB Group (incorporated by reference to Exhibit 4.1 to the Company’s
Current Report on Form 8-K, filed with the SEC on April 14, 2020)
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(d)(15)
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Current Report on Form 8-K (as filed with
the SEC on October 23, 2020 and incorporated herein by reference).
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(g)
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Not applicable
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(h)
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Not applicable
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(1) Previously
filed.
(2) Filed
herewith.
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