As filed with the Securities and Exchange Commission on November 21, 2014
Registration Statement 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Centrus Energy Corp.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
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52-2107911 |
(State of Incorporation) |
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(I.R.S. Employer
Identification No.) |
Two Democracy Center
6903 Rockledge Drive
Bethesda, MD 20817
(Address of Principal Executive Offices including Zip Code)
CENTRUS ENERGY CORP. 2014 EQUITY INCENTIVE PLAN
(Full Title of the Plan)
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John C. Barpoulis |
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Copy to: |
Senior Vice President and |
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Scott C. Herlihy |
Chief Financial Officer |
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Latham & Watkins LLP |
Centrus Energy Corp. |
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555 11th Street, NW
Suite 1000 |
Two Democracy Center
6903 Rockledge Drive |
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Washington, DC 20004
202-637-2200 |
Bethesda, MD 20817 |
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(301) 564-3200 |
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(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code for Agent for Service)
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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¨ (do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
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Amount of
shares to be Registered (1) |
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Proposed
Maximum Offering
Price
Per Share (2) |
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Maximum Amount of Aggregate Offering Price (2) |
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Amount of Registration Fee (2) |
Class A common stock, $0.10 par value per share,
reserved for issuance under the Centrus Energy Corp. 2014 Equity
Incentive Plan |
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1,000,000 |
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$5.57 |
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$5,570,000 |
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$647.23 |
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(1) |
This Registration Statement registers 1,000,000 shares of Class A common stock, $0.10 par value per share (the Common Stock) of Centrus Energy Corp. (the Company) pursuant to the Centrus
Energy Corp. 2014 Equity Incentive Plan (the Incentive Plan). In accordance with Rule 416(a) under the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers any additional shares of
Common Stock which become issuable under the Incentive Plan, by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which results in an increase in the number of the
outstanding shares of Common Stock of the Company. |
(2) |
Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The Proposed Maximum Offering Price Per Share is based upon the average of
the high and low prices for the Registrants Common Stock as reported on the New York Stock Exchange on November 20, 2014 ($5.57). |
EXPLANATORY NOTE
On September 5, 2014, the United States Bankruptcy Court for the District of Delaware entered an order approving and confirming the Plan
of Reorganization of USEC Inc., dated July 11, 2014 (the Reorganization Plan), and on September 30, 2014 (the Effective Date), all of the conditions for consummation of the Reorganization Plan were satisfied or
waived, and the Reorganization Plan became effective and was implemented in accordance with its terms. Pursuant to the Reorganization Plan, on the Effective Date, the Company adopted the Incentive Plan which authorizes the issuance of up to
1,000,000 shares of Common Stock to the Companys employees, officers, directors and other individuals providing services to the Company or its affiliates pursuant to options, stock appreciation rights, restricted stock units, restricted stock,
performance awards, dividend equivalent rights and other stock based awards, as well as cash based awards. On October 23, 2014, the Board of Directors of the Company approved the filing of this Registration Statement on Form S-8 to register the
1,000,000 shares of Common Stock which may be offered or sold to participants under the Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for in Part I of Form S-8 is not required to be filed with this Registration Statement.
PART II
INFORMATION
REQUIRED IN THE REGISTRATION STATEMENT
Item 3. |
Incorporation of Documents by Reference |
The Company filed the following documents with
the Securities and Exchange Commission (the Commission) which are hereby incorporated by reference in this Registration Statement:
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1. |
The Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2013, filed with the Commission on March 31, 2014, as amended by the Companys Amendment No. 1 on Form 10-K/A,
filed with the Commission on April 30, 2014. |
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2. |
The Companys Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, June 30, 2014 and September 30, 2014 filed with the Commission on May 15, 2014, August 13, 2014
and November 14, 2014, respectively; |
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3. |
The Companys Current Reports on Form 8-K filed on January 9, 2014, January 29, 2014, February 18, 2014, March 5, 2014, May 2, 2014, June 4,
2014, June 20, 2014, June 23, 2014, June 30, 2014 (accepted at 6:18 a.m. ET), July 14, 2014, July 31, 2014, August 4, 2014, August 18, 2014, August 21,
2014, September 5, 2014, September 26, 2014, September 30, 2014 and October 1, 2014; and |
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4. |
The description of the Companys Common Stock contained in the Companys Registration Statement on Form 8-A filed on September 30, 2014. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
registration statement and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into
this Registration Statement and to be part of this Registration Statement from the date of the filing of such documents, except as to any portion of any Current Report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under
such provisions.
Any statement contained in a document incorporated or deemed to be incorporated by reference in this Registration
Statement is deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in this Registration Statement or in any subsequently
filed document which also is or is deemed to be incorporated by reference in this Registration Statement modifies or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Under no circumstances
will any information filed under Items 2.02 or 7.01 of Form 8-K be deemed incorporated herein by reference unless such Form 8-K expressly provides to the contrary.
Item 6. |
Indemnification of Directors and Officers |
Section 145 of the General Corporation
Law of the State of Delaware (the DGCL) empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request
of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The indemnity may include expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe such persons conduct was unlawful.
A Delaware corporation may indemnify directors, officers, employees and other agents of such corporation in an action by or in the right of
the corporation under the same conditions, except that no indemnification shall be made if such person is adjudged to be liable to the corporation unless, and only to the extent that, a court determines that such person fairly and reasonably is
entitled to indemnity for expenses the court deems proper in light of liability adjudication.
Where a director, officer, employee or
agent of the corporation is successful on the merits or otherwise in the defense of any action, suit or proceeding referred to in this Item 6 or in defense of any claim, issue or matter herein, the corporation must indemnify such person against
the expenses (including attorneys fees) which he or she actually and reasonably incurred in connection therewith.
Both the
Companys Second Amended and Restated Bylaws and Amended and Restated Certificate of Incorporation require the Company to indemnify each of its directors and officers to the fullest extent permitted by law, subject to certain exceptions, in
connection with any actual or threatened action or proceeding arising out of his or her service to the Company or to other organizations at the Companys request. As permitted by Section 102(b)(7) of the DGCL, the Companys
Certificate of Incorporation also contains a provision eliminating the personal liability of a director to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, subject to certain exceptions.
In addition to indemnification provided for in the Companys Certificate of Incorporation and Bylaws, the Company has entered into
indemnification agreements with its directors and executive officers. The Company intends to enter into indemnification agreements with any new directors and executive officers in the future. In addition, the Company maintains directors and
officers liability insurance.
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Exhibit
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form 8-A, filed with the Commission on September 30,
2014). |
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3.2 |
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Second Amended and Restated Bylaws of Centrus Energy Corp. (incorporated by reference to Exhibit 3.2 of the Companys Registration Statement on Form 8-A, filed with the Commission on September 30, 2014). |
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5.1 |
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Opinion of Latham & Watkins LLP. |
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23.1 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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24.1 |
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Power of Attorney (included on the signature page of this Registration Statement). |
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99.1 |
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Centrus Energy Corp. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed with the Commission on September 30, 2014). |
(a) The undersigned registrant hereby undertakes:
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(1) |
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
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(i) |
To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; |
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(ii) |
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective registration statement; and |
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To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do not apply if the registration
statement is on Form S-8, and the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
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(2) |
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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(3) |
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the
registrants annual report pursuant to section 13(a) or
section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Bethesda, Maryland, on November 21, 2014.
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CENTRUS ENERGY CORP. |
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By: |
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/s/ John C. Barpoulis |
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John C. Barpoulis Senior Vice President
and Chief Financial Officer |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints jointly and severally, John R. Castellano, John C. Barpoulis and Peter B. Saba and each of them, his or her attorney-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to
this Registration Statement on Form S-8 (including post-effective amendments) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or their substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons on behalf of
the registrant and in the capacities indicated on November 21, 2014.
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Signature |
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Title |
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/s/ John R. Castellano |
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Interim President and Chief Executive Officer |
John R. Castellano |
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(Principal Executive Officer) |
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/s/ John C. Barpoulis |
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Senior Vice President and Chief Financial Officer |
John C. Barpoulis |
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(Principal Financial Officer) |
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/s/ J. Tracy Mey |
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Vice President and Chief Accounting Officer |
J. Tracy Mey |
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(Principal Accounting Officer) |
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/s/ Mikel H. Williams |
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Chairman of the Board of Directors |
Mikel H. Williams |
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/s/ Michael Diament |
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Director |
Michael Diament |
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/s/ Osbert Hood |
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Director |
Osbert Hood |
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/s/ W. Thomas Jagodinski |
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Director |
W. Thomas Jagodinski |
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Signature |
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Title |
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/s/ Patricia J. Jamieson |
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Director |
Patricia J. Jamieson |
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/s/ Suleman E. Lunat |
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Director |
Suleman E. Lunat |
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/s/ William J. Madia |
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Director |
William J. Madia |
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/s/ Michael P. Morrell |
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Director |
Michael P. Morrell |
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/s/ Hiroshi Sakamoto |
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Director |
Hiroshi Sakamoto |
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EXHIBIT INDEX
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Exhibit Number |
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Description |
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3.1 |
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Amended and Restated Certificate of Incorporation of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 of the Companys Registration Statement on Form 8-A, filed with the Commission on September 30,
2014). |
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3.2 |
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Second Amended and Restated Bylaws of Centrus Energy Corp. (incorporated by reference to Exhibit 3.2 of the Companys Registration Statement on Form 8-A, filed with the Commission on September 30, 2014). |
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5.1 |
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Opinion of Latham & Watkins LLP. |
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23.1 |
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Consent of Latham & Watkins LLP (included in Exhibit 5.1). |
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23.2 |
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Consent of Independent Registered Public Accounting Firm. |
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24.1 |
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Power of Attorney (included on the signature page of this Registration Statement). |
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99.1 |
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Centrus Energy Corp. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Companys Current Report on Form 8-K, filed with the Commission on September 30, 2014). |
Exhibit 5.1
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555 Eleventh Street, N.W., Suite 1000 |
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Washington, D.C. 20004-1304 |
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Tel: +1.202.637.2200 Fax: +1.202.637.2201 |
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www.lw.com |
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FIRM / AFFILIATE OFFICES |
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Abu Dhabi |
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Milan |
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Barcelona |
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Moscow |
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Beijing |
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Munich |
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Boston |
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New Jersey |
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Brussels |
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New York |
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Chicago |
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Orange County |
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Doha |
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Paris |
November 21, 2014 |
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Dubai |
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Riyadh |
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Düsseldorf |
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Rome |
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Frankfurt |
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San Diego |
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Hamburg |
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San Francisco |
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Hong Kong |
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Shanghai |
Centrus Energy Corp |
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Houston |
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Silicon Valley |
Two Democracy Center |
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London |
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Singapore |
6903 Rockledge Drive |
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Los Angeles |
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Tokyo |
Bethesda, MD 20817 |
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Madrid |
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Washington, D.C. |
Attention: Peter B. Saba |
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Re: |
Registration Statement No. 333-[ ]; 1,000,000 shares of Class A Common Stock, $0.10 par value per share |
Ladies and Gentlemen:
We have acted as special
counsel to Centrus Energy Corp., a Delaware corporation (the Company), in connection with the proposed issuance of up to 1,000,000 shares of Class A common stock, $0.10 par value per share (the Shares). The
Shares are issuable under the Centrus Energy Corp. 2014 Equity Incentive Plan (the Plan), pursuant to a registration statement on Form S-8 under the Securities Act of 1933, as amended (the Act), filed with the
Securities and Exchange Commission (the Commission) on November 21, 2014 (Registration No. 333-[__]) (the Registration Statement). This opinion is being furnished in connection with the requirements of
Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, other than as expressly stated herein with respect to the issue of the Shares.
As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter.
With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law
of the State of Delaware, and we express no opinion with respect to any other laws.
Subject to the foregoing and the other matters set
forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipient, and the Shares have been issued by the
Company for legal consideration in excess of par value in the circumstances contemplated by the Plan, assuming in each case that the individual grants or awards under the
November 21, 2014
Page2
Plan are duly authorized by all necessary corporate action and duly granted or awarded and exercised in accordance with the
requirements of law and the Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares
will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of
the State of Delaware.
This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and
by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.
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Very truly yours, |
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/s/ Latham & Watkins LLP |
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 31, 2014 relating to the
financial statements and effectiveness of internal control over financial reporting, which appears in Centrus Energy Corps (formerly USEC, Inc.) Annual Report on Form 10-K for the year ended December 31, 2013.
/s/ PricewaterhouseCoopers LLP
Baltimore, Maryland
November 21, 2014
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