Centrus Energy Corp. Announces Successful Settlement of Its Private Exchange Offer
14 Fevereiro 2017 - 9:00PM
Business Wire
- Tenders received for 87.4% of
outstanding notes due in 2019
- New notes due in 2027
- Deal strengthens the Company’s
financial position, reducing the face amount of outstanding
long-term debt by 56%
Centrus Energy Corp. (NYSE MKT: LEU) (the “Company”)
announced the settlement 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 guaranteed on a subordinated and limited
basis by the Company’s subsidiary, United States Enrichment
Corporation (the “New Notes”), (ii) $120 million liquidation
amount of 7.5% cumulative redeemable preferred stock (the
“Preferred Stock”), and (iii) $30 million in cash.
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.
“This represents a major step forward for Centrus,” said Centrus
President and CEO Daniel B. Poneman. “One of our top priorities has
been to deleverage the company. By cutting the face amount of our
long-term debt burden by more than half and extending the maturity
of the new debt to 2027, we believe that we will be better able to
deliver on our strategic initiatives to grow and diversify our
company, while continuing to satisfy the long-term needs of our
customers.”
“We thank our stakeholders who participated in this effort for
their continued support of Centrus.”
All holders who tendered prior to the Expiration Date received
$362.36 principal amount of New Notes, $509.75 liquidation
preference 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 the Company pursuant
to the Exchange Offer. For each $1,000 principal amount of
Outstanding Notes validly tendered on or prior to the “Early Tender
Date” of 11:59 p.m., New York City time, on February 2, 2017 and
not validly withdrawn, holders received an additional “Early Tender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 Company issued an aggregate of $74,263,580 principal amount
of New Notes, 104,574 shares of Preferred Stock with aggregate
liquidation preference of $104,574,000 and $27,560,110 in cash in
the Exchange Offer. Immediately following settlement, $29,630,036
aggregate principal amount of Outstanding Notes remained
outstanding.
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. This press
release shall not constitute an offer to sell or the solicitation
of an offer to buy any security.
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.
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version on businesswire.com: http://www.businesswire.com/news/home/20170214006513/en/
Centrus Energy Corp.Don Hatcher, 301-564-3460
Centrus Energy (AMEX:LEU)
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