Centrus Energy Corp. (NASDAQ:LEU) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Support Agreement
On January 5, 2017, Centrus Energy Corp. (the Company) entered
into agreements (each, a Support Agreement) with certain holders
of the Companys existing 8.0% payment-in-kind toggle notes due
2019/2024 (the Outstanding Notes), including Toshiba America
Nuclear Energy Corporation (Toshiba) and BWX Technologies, Inc.
(BWXT) (collectively, the Support Parties). A copy of the form of
Support Agreement, including a summary of the principal terms for
the refinancing (the Term Sheet), is attached hereto as Exhibit
10.1. to each Support Agreement, the Support Parties have agreed
to tender all of their holdings of the Outstanding Notes in the
Exchange Offer (as defined below) and deliver consents in the
Consent Solicitation (as defined below), subject to certain
conditions.
into agreements (each, a Support Agreement) with certain holders
of the Companys existing 8.0% payment-in-kind toggle notes due
2019/2024 (the Outstanding Notes), including Toshiba America
Nuclear Energy Corporation (Toshiba) and BWX Technologies, Inc.
(BWXT) (collectively, the Support Parties). A copy of the form of
Support Agreement, including a summary of the principal terms for
the refinancing (the Term Sheet), is attached hereto as Exhibit
10.1. to each Support Agreement, the Support Parties have agreed
to tender all of their holdings of the Outstanding Notes in the
Exchange Offer (as defined below) and deliver consents in the
Consent Solicitation (as defined below), subject to certain
conditions.
Each Support Agreement contemplates the Company pursuing the
following transactions:
following transactions:
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commencement of a private exchange offer (the Exchange
Offer) for any and all of the Outstanding Notes held by Eligible Holders (as defined below), to which the Eligible Holders of Outstanding Notes will have the option to exchange any and all of their Outstanding Notes for up to an aggregate of (a) $85 million principal amount of 8.25% senior secured notes due 2027 (the New Notes), (b) $120 million liquidation preference of 7.5% cumulative redeemable Series B preferred stock (the Preferred Stock) and (c) $30 million in cash. For each $1,000 principal amount of Outstanding Notes tendered for the Exchange Offer on or before the Early Tender Deadline (as defined below) and accepted for exchange, Eligible Holders will receive (a) $362.36 principal amount of New Notes, (b) $509.75 liquidation preference of Preferred Stock and (c) $135.39 in cash; and |
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a consent solicitation (the Consent Solicitation) to
implement certain proposed amendments to the indenture relating to the Outstanding Notes (the Original Indenture), dated as of September 30, 2014, between the Company, United States Enrichment Corporation and Delaware Trust Company, including, among other things, to (a) amend the existing exception for transfer of cash to permit the transfer of cash and cash equivalents by United States Enrichment Corporation (Guarantor) for any purpose not otherwise prohibited by the Original Indenture or from the proceeds from or otherwise relating to a Designated Senior Claim, Issuer Senior Debt or Limited Secured Acquisition Debt, (b) expand the definition of Credit Facility to facilitate our flexibility to incur senior debt, (c) permit the transfer or contribution of assets other than cash or cash equivalents to joint venture entities or partners for fair value, (d) exempt asset transfers permitted under the Original Indenture from the definition of Change of Control, (e) conform the definition of Issuer Senior Debt, Designated Senior Claims, Collateral and Security Documents to the definitions in the New Notes Indenture (as defined below), (f) make the lien securing the Guarantee of the Outstanding Notes rank pari passu>with the lien securing the Guarantee (as defined below) of the New Notes to a pari passu>intercreditor agreement, (g) provide that the Outstanding Notes will be senior in right of payment to Limited Secured Acquisition Debt (except with respect to proceeds of the Collateral securing such Limited Secured Acquisition Debt, which shall be governed by the Limited Secured Acquisition Indebtedness Intercreditor Agreement and as to which the Limited Secured Acquisition Debt is not subordinated in right of payment), (h) specify a form of intercreditor agreement to which liens securing the Outstanding Notes will be subordinated to liens securing Limited Secured Acquisition Debt in the same manner as is the case with Designated Senior Claims, with respect to the applicable Collateral, (i) specify a form of intercreditor agreement to which the New Notes and the Outstanding Notes will rank senior in right of payment and the liens securing the New Notes and the Outstanding Notes will rank senior to any Finance Debt of any new subsidiary (subject to certain exceptions) acquired with cash of the Issuer and (j) update the form of junior lien intercreditor agreement annexed to the Original Indenture with the form annexed to the New Notes Indenture (the Proposed Amendments). |
The New Notes will rank equally in right of payment with all of
our existing and future unsubordinated indebtedness other than
our Issuer Senior Debt and our Limited Secured Acquisition Debt.
The New Notes will rank senior in right of payment to all of our
existing and future subordinated indebtedness and Limited Secured
Acquisition Debt. The New Notes will be guaranteed on a
subordinated and limited basis by, and secured by substantially
all assets of, the Guarantor (the Guarantee). The Guarantee will
be a secured obligation and (i) equal in right of payment with
all existing and future unsubordinated indebtedness of the
Guarantor (other than Designated Senior Claims and Limited
Secured Acquisition Debt), (ii) senior in right of payment to all
existing and future subordinated indebtedness of the Guarantor
and Limited Secured Acquisition Debt, and (iii) subordinated in
right of payment to Designated Senior Claims. The terms and
conditions of the New Notes will be substantially similar to
those of the Outstanding Notes, except in terms of interest and
maturity. In addition, the indenture governing the New Notes (the
New Notes Indenture) will not include termination provisions with
respect to the Guarantee that exists in the Original Indenture.
our existing and future unsubordinated indebtedness other than
our Issuer Senior Debt and our Limited Secured Acquisition Debt.
The New Notes will rank senior in right of payment to all of our
existing and future subordinated indebtedness and Limited Secured
Acquisition Debt. The New Notes will be guaranteed on a
subordinated and limited basis by, and secured by substantially
all assets of, the Guarantor (the Guarantee). The Guarantee will
be a secured obligation and (i) equal in right of payment with
all existing and future unsubordinated indebtedness of the
Guarantor (other than Designated Senior Claims and Limited
Secured Acquisition Debt), (ii) senior in right of payment to all
existing and future subordinated indebtedness of the Guarantor
and Limited Secured Acquisition Debt, and (iii) subordinated in
right of payment to Designated Senior Claims. The terms and
conditions of the New Notes will be substantially similar to
those of the Outstanding Notes, except in terms of interest and
maturity. In addition, the indenture governing the New Notes (the
New Notes Indenture) will not include termination provisions with
respect to the Guarantee that exists in the Original Indenture.
The Preferred Stock will be issued on or around February 7, 2017
at a par value of $1,000 per share and will rank senior in right
of payment as to dividends and upon liquidation to all other
capital stock of the Company. The Preferred Stock will pay a
dividend of 7.5% per annum, payable in cash in certain
circumstances and cumulative if not paid. The Preferred Stock
will not have voting rights, except as required by law.
at a par value of $1,000 per share and will rank senior in right
of payment as to dividends and upon liquidation to all other
capital stock of the Company. The Preferred Stock will pay a
dividend of 7.5% per annum, payable in cash in certain
circumstances and cumulative if not paid. The Preferred Stock
will not have voting rights, except as required by law.
The New Notes, the Preferred Stock and the Guarantee have not
been registered under the Securities Act of 1933, as amended (the
Securities Act), and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
been registered under the Securities Act of 1933, as amended (the
Securities Act), and may not be offered or sold in the United
States absent registration or an applicable exemption from
registration requirements.
Each Support Agreement provides that, subject to certain terms
and conditions, the Support Parties will tender their Outstanding
Notes prior to January 19, 2017, unless extended by the Company
(the Early Tender Deadline), and tender any Outstanding Notes
acquired after the Early Tender Deadline prior to February 2,
2017 (the Expiration Date). The Support Parties may not withdraw
their tenders unless the applicable Support Agreement is
terminated in accordance with its terms. The Exchange Offer will
be conditioned on at least 90% of the outstanding principal
amount of Outstanding Notes being tendered and not withdrawn
prior to the Expiration Date and the issuance of the Preferred
Stock will not result in an ownership change for purposes of
Section 382 of the Internal Revenue Code of 1986, as amended.
Further, the Exchange Offer and Consent Solicitation are subject
to the receipt of valid consents to the Proposed Amendments from
the holders of a majority of the outstanding principal amount of
the Outstanding Notes (the Requisite Consents). If the Company
receives the Requisite Consents and other conditions to the
Exchange offer are satisfied or waived, the Company will execute
a supplemental indenture making the Proposed Amendments to the
Original Indenture on or soon after the Expiration Date, but not
later than the date the Exchange Offer is consummated. The
supplemental indenture, by its terms, will become effective only
upon the consummation of the Exchange Offer.
and conditions, the Support Parties will tender their Outstanding
Notes prior to January 19, 2017, unless extended by the Company
(the Early Tender Deadline), and tender any Outstanding Notes
acquired after the Early Tender Deadline prior to February 2,
2017 (the Expiration Date). The Support Parties may not withdraw
their tenders unless the applicable Support Agreement is
terminated in accordance with its terms. The Exchange Offer will
be conditioned on at least 90% of the outstanding principal
amount of Outstanding Notes being tendered and not withdrawn
prior to the Expiration Date and the issuance of the Preferred
Stock will not result in an ownership change for purposes of
Section 382 of the Internal Revenue Code of 1986, as amended.
Further, the Exchange Offer and Consent Solicitation are subject
to the receipt of valid consents to the Proposed Amendments from
the holders of a majority of the outstanding principal amount of
the Outstanding Notes (the Requisite Consents). If the Company
receives the Requisite Consents and other conditions to the
Exchange offer are satisfied or waived, the Company will execute
a supplemental indenture making the Proposed Amendments to the
Original Indenture on or soon after the Expiration Date, but not
later than the date the Exchange Offer is consummated. The
supplemental indenture, by its terms, will become effective only
upon the consummation of the Exchange Offer.
Each Support Agreement contains certain representations,
warranties and other agreements by the Company and the Support
Parties. Each partys obligations under the respective Support
Agreements are subject to various customary conditions set forth
in such Support Agreement, including the negotiation, execution
and delivery of an indenture for the New Notes and other
definitive documentation for the Exchange Offer. There can be no
assurance if or when the Company will consummate the Exchange
Offer and the other transactions contemplated by each Support
Agreement. In connection with each Support Agreement, certain of
the Support Parties will receive reimbursement of certain legal
counsel expenses.
warranties and other agreements by the Company and the Support
Parties. Each partys obligations under the respective Support
Agreements are subject to various customary conditions set forth
in such Support Agreement, including the negotiation, execution
and delivery of an indenture for the New Notes and other
definitive documentation for the Exchange Offer. There can be no
assurance if or when the Company will consummate the Exchange
Offer and the other transactions contemplated by each Support
Agreement. In connection with each Support Agreement, certain of
the Support Parties will receive reimbursement of certain legal
counsel expenses.
The foregoing description of each Support Agreement does not
purport to be complete and is qualified in its entirety by
reference to the full text of the form of Support Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
purport to be complete and is qualified in its entirety by
reference to the full text of the form of Support Agreement, a
copy of which is attached hereto as Exhibit 10.1 and is
incorporated herein by reference.
The Company also plans to increase its number of directors by one
director. At the request of the Support Parties in their capacity
as prospective holders of the New Notes, the Company will
consider appointing a person qualified to serve on the board
designated by the Support Parties, and reasonably acceptable to
the Company, to such new directorship.
director. At the request of the Support Parties in their capacity
as prospective holders of the New Notes, the Company will
consider appointing a person qualified to serve on the board
designated by the Support Parties, and reasonably acceptable to
the Company, to such new directorship.
Neither this Report on Form 8-K nor the attached Support
Agreements constitute an offer to purchase or sell any securities
or the solicitation of an offer to exchange any Outstanding Notes
or any other security, nor will there be any purchase, sale or
exchange of any securities in any state or other jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification of any such
securities or offer under the securities laws of any such state
or other jurisdiction. The Exchange Offer will be open only (i)
to holders of Outstanding Notes who are qualified institutional
buyers (as defined in Rule 144A under the Securities Act), (ii)
to holders of Outstanding Notes who are accredited investors (as
defined in Rule 501(a) under the Securities Act) and (iii)
outside the United States to holders of Outstanding Notes who are
persons other than U.S. persons in reliance upon Regulation S
under the Securities Act (collectively, the Eligible Holders).
Consummation of the Exchange Offer is subject to, among other
things, definitive documentation and any Exchange Offer for the
Outstanding Notes will be made only to an offering memorandum and
other offering documentation. Eligible Holders of the Outstanding
Notes and investors are urged to read the offering memorandum and
other offering documents for the Exchange Offer, when they become
available, because they will contain important information
regarding the contemplated Exchange Offer.
Agreements constitute an offer to purchase or sell any securities
or the solicitation of an offer to exchange any Outstanding Notes
or any other security, nor will there be any purchase, sale or
exchange of any securities in any state or other jurisdiction in
which such offer, solicitation or sale or exchange would be
unlawful prior to the registration or qualification of any such
securities or offer under the securities laws of any such state
or other jurisdiction. The Exchange Offer will be open only (i)
to holders of Outstanding Notes who are qualified institutional
buyers (as defined in Rule 144A under the Securities Act), (ii)
to holders of Outstanding Notes who are accredited investors (as
defined in Rule 501(a) under the Securities Act) and (iii)
outside the United States to holders of Outstanding Notes who are
persons other than U.S. persons in reliance upon Regulation S
under the Securities Act (collectively, the Eligible Holders).
Consummation of the Exchange Offer is subject to, among other
things, definitive documentation and any Exchange Offer for the
Outstanding Notes will be made only to an offering memorandum and
other offering documentation. Eligible Holders of the Outstanding
Notes and investors are urged to read the offering memorandum and
other offering documents for the Exchange Offer, when they become
available, because they will contain important information
regarding the contemplated Exchange Offer.
Toshiba and BWXT each own 718,200 shares and 718,200 shares,
respectively, of the Companys new Class B common stock and
Toshiba and BWXT own $21.30 million and $5.1 million,
respectively, in principal amount of the Companys Outstanding
Notes. to the terms of the Class B common stock, Toshiba and
BWXT, as the holders of the Class B common stock, have the right
to elect a total of two directors of the Company if they maintain
a designated ownership percentage. Messrs. Hiroshi Sakamoto and
Theodore Dalheim, Jr. are currently serving at the election of
Toshiba and BWXT, respectively. Toshiba and BWXT are also parties
to a Strategic Relationship Agreement, dated May 25, 2010, as
supplemented by the Supplemental Strategic Relationship
Agreement, dated September 30, 2014, and other agreements or
arrangements described in the Companys current reports on Form
8-K filed with the Securities and Exchange Commission on May 25,
2010, August 4, 2014, and September 5, 2014.
respectively, of the Companys new Class B common stock and
Toshiba and BWXT own $21.30 million and $5.1 million,
respectively, in principal amount of the Companys Outstanding
Notes. to the terms of the Class B common stock, Toshiba and
BWXT, as the holders of the Class B common stock, have the right
to elect a total of two directors of the Company if they maintain
a designated ownership percentage. Messrs. Hiroshi Sakamoto and
Theodore Dalheim, Jr. are currently serving at the election of
Toshiba and BWXT, respectively. Toshiba and BWXT are also parties
to a Strategic Relationship Agreement, dated May 25, 2010, as
supplemented by the Supplemental Strategic Relationship
Agreement, dated September 30, 2014, and other agreements or
arrangements described in the Companys current reports on Form
8-K filed with the Securities and Exchange Commission on May 25,
2010, August 4, 2014, and September 5, 2014.
First Amendment to Section 382 Rights Plan
In connection with the issuance of the Preferred Stock as part of
the Exchange Offer, the Company has approved, subject to the
consummation of the Exchange Offer, the amendment of its Section
382 Rights Agreement (as amended, the First Amendment to Section
382 Rights Agreement) adopted on April 6, 2016 solely to exclude
acquisitions of the Preferred Stock issued as part of the
Exchange Offer from the definition of Common Shares. The First
Amendment to Section 382 Rights Agreement is conditioned upon the
closing of the Exchange Offer and shall become effective on the
date of such closing.
the Exchange Offer, the Company has approved, subject to the
consummation of the Exchange Offer, the amendment of its Section
382 Rights Agreement (as amended, the First Amendment to Section
382 Rights Agreement) adopted on April 6, 2016 solely to exclude
acquisitions of the Preferred Stock issued as part of the
Exchange Offer from the definition of Common Shares. The First
Amendment to Section 382 Rights Agreement is conditioned upon the
closing of the Exchange Offer and shall become effective on the
date of such closing.
The foregoing summary description of the First Amendment to
Section 382 Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the First Amendment
to Section 382 Rights Agreement, a form of which is attached as
Exhibit 4.1 and incorporated herein by reference.
Section 382 Rights Agreement does not purport to be complete and
is qualified in its entirety by reference to the First Amendment
to Section 382 Rights Agreement, a form of which is attached as
Exhibit 4.1 and incorporated herein by reference.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto contain
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
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.
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.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which reflect managements views as of
the date of this Form 8-K. The Company undertakes no obligation
to update any of the forward-looking statements made in this Form
8-K, whether as a result of new information, future events,
changes in expectations or otherwise.
forward-looking statements, which reflect managements views as of
the date of this Form 8-K. The Company undertakes no obligation
to update any of the forward-looking statements made in this Form
8-K, whether as a result of new information, future events,
changes in expectations or otherwise.
Item 3.03 Material Modification to Rights of Security Holders.
To the extent required by Item 3.03 of the Form 8-K, the
disclosure set forth under the heading First Amendment to Section
382 Rights Plan in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.03.
disclosure set forth under the heading First Amendment to Section
382 Rights Plan in Item 1.01 of this Current Report on Form 8-K
is incorporated by reference into this Item 3.03.
Item 7.01 Regulation FD Disclosure.
In connection with the Exchange Offer and Consent Solicitation,
the Company disclosed certain information in an exchange offering
memorandum dated January 5, 2017. The exchange offering
memorandum disclosed certain information that supplements or
updates certain prior disclosures of the Company. to Regulation
FD, the Company is furnishing herewith excerpts of such
disclosures, in the general form presented in the exchange
offering memorandum, as Exhibit 99.1 to this Form 8-K.
the Company disclosed certain information in an exchange offering
memorandum dated January 5, 2017. The exchange offering
memorandum disclosed certain information that supplements or
updates certain prior disclosures of the Company. to Regulation
FD, the Company is furnishing herewith excerpts of such
disclosures, in the general form presented in the exchange
offering memorandum, as Exhibit 99.1 to this Form 8-K.
Item 8.01 Other Events.
On January 5, 2017, the Company issued a press release entitled
Centrus Energy Corp. Announces Private Exchange Offer and
Solicitation of Consents. The press release announced the Support
Agreements, Exchange Offer and Consent Solicitation. A copy of
the press release is being furnished by being attached hereto as
Exhibit 99.2.
Centrus Energy Corp. Announces Private Exchange Offer and
Solicitation of Consents. The press release announced the Support
Agreements, Exchange Offer and Consent Solicitation. A copy of
the press release is being furnished by being attached hereto as
Exhibit 99.2.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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4.1
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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 |
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10.1
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Form of Support Agreement (including the Term Sheet)
between Centrus Energy Corp. and the Support Parties, dated January 5, 2017 |
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99.1
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Certain excerpts from the Exchange Offering Memorandum,
dated January 5, 2017 |
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99.2
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Press Release, dated January 5, 2017
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