BETHESDA, Md. — Centrus Energy Corp. (NYSE American: LEU) today announced the pricing of an underwritten public offering of 2,350,000 shares of its Class A Common Stock, at a public offering price of $10.00 per share of Class A Common Stock. In addition, Centrus has granted the underwriters a 30-day option to purchase up to an additional 352,500 shares of Class A Common Stock at the public offering price, less the underwriting discount.
Proceeds to Centrus from the offering are expected to be $21.5 million, after deducting underwriting discounts and commissions and other estimated offering expenses payable by Centrus. Centrus plans to use the net proceeds of the offering for general working capital purposes, to invest in technology development, and to repay outstanding debt or retire shares of its Series B Senior Preferred Stock, including shares of Series B Senior Preferred Stock of existing stockholders who have indicated interest in purchasing shares of Class A Common Stock in the offering. The offering is expected to close on or about August 25, 2020, subject to customary closing conditions.
Roth Capital Partners is acting as sole book-running manager for the offering. Lake Street is acting as lead manager.
The securities are being offered by Centrus pursuant to a registration statement on Form S-3 relating to the Common Stock offered in the public offering described above, which was filed with the Securities and Exchange Commission (SEC), and has been declared effective by the SEC. The offering will be made only by means of a written prospectus that forms a part of the registration statement. The final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website located at http://www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained from Roth Capital Partners, LLC, 888 San Clemente Drive, Newport Beach, CA 92660 Attention: Prospectus Department, or by telephone at (800) 678- 9147 or from Lake Street, Lake Street Capital Markets, LLC, Attention: Equity Syndicate Department, 920 2nd Avenue South, Suite 700, Minneapolis, MN 55402, or by telephone at (612) 326-1305, or by email at email@example.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities being offered, nor shall there be any sale of the securities being offered in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.
Centrus 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 capabilities, Centrus offers turnkey engineering and advanced manufacturing solutions to its customers. The Company 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.
This press release includes forward-looking statements, which are within the meaning of the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. Such statements are subject to a number of risks and uncertainties, the outcome of which could materially and/or adversely affect actual future results and the trading price of Centrus’s securities. Such statements include, but are not limited to, statements regarding Centrus’s expectations with respect to the completion, timing and size of the offering and use of the expected net proceeds from the offering. The statements are based on assumptions about many important factors and information currently available to us to the extent we have thus far had an opportunity to fully and carefully evaluate such information in light of all surrounding facts, circumstances, recommendations and analyses. Risks that contribute to the uncertain nature of the forward-looking statements include, among others, risks associated with market conditions and the satisfaction of customary closing conditions related to the offering, with the nuclear energy industry in general and with Centrus in particular, which may be amplified by the novel coronavirus (COVID-19) pandemic, including, among others, risks associated with the following: risks related to Centrus’s significant long-term liabilities, including material unfunded defined benefit pension plan obligations and postretirement health and life benefit obligations; risks relating to Centrus’s 8.25% notes (the “8.25% Notes”) maturing in February 2027 and the Series B Senior Preferred Stock; risks related to the use of Centrus’s 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 Centrus’s 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 Centrus’s securities; risks related to Centrus’s ability to maintain the listing of its Class A Common Stock on the NYSE American LLC (the “NYSE American”); risks related to decisions made by Centrus’s Class B stockholders and its 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”); Centrus’s 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 Centrus’s 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 Centrus’s ability to perform under its contract obligations or the ability of its sources of supply to perform under their contract obligations to Centrus, 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 Centrus or legislation imposing new or increased limits on imports of Russian LEU; risks related to Centrus’s ability to sell the LEU it procures pursuant to its purchase obligations under its supply agreements; risks relating to Centrus’s 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 Centrus’s profitability; movement and timing of customer orders; risks related to the value of Centrus’s intangible assets related to the sales order book and customer relationships; risks associated with Centrus’s reliance on third-party suppliers to provide essential products and services to Centrus; the impact of government regulation including by the U.S. Department of Energy (“DOE”) and the U.S. Nuclear Regulatory Commission; uncertainty regarding Centrus’s ability to commercially deploy competitive enrichment technology; risks and uncertainties regarding funding for deployment of the American Centrifuge technology and Centrus’s ability to perform and absorb costs under our agreement with DOE to demonstrate the capability to produce high assay low enriched uranium (“HALEU”) and Centrus’s 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 Centrus’s American Centrifuge work; risks related to Centrus’s 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 Centrus’s ability to perform fixed-price and cost-share contracts, including the risk that costs could be higher than expected; risks that Centrus will be unable to obtain new business opportunities or achieve market acceptance of its products and services or that products or services provided by others will render Centrus products or services obsolete or noncompetitive; risks that Centrus will not be able to timely complete the work that it is obligated to perform; failures or security breaches of its 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 Centrus’s products and services; changes in the nuclear energy industry; the impact of financial market conditions on Centrus’s 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, as well as other risks listed or described from time to time in Centrus’s most recent filings with the SEC on Forms 10-K, 10-Q and 8-K. Except as required by law, Centrus does not intend to update any of the statements in this press release upon further developments.