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SC TO-I/A Filing
Centrus Energy (LEU) SC TO-I/AIssuer tender offer statement (amended)
Filed: 18 Nov 20, 6:30am
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) | Amount of Filing Fee(2) |
$60,000,000 | $6,546 |
(1) | 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. |
(2) | 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 | 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. |
Amount Previously Paid: | $6,546 | Form or Registration No.: | Schedule TO |
Filing Party: | Centrus Energy Corp. | Date Filed: | October 19, 2020 |
¨ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
¨ | third-party tender offer subject to Rule 14d-1. |
x | issuer tender offer subject to Rule 13e-4. |
¨ | going-private transaction subject to Rule 13e-3. |
¨ | amendment to Schedule 13D under Rule 13d-2. |
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:
¨ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
¨ | Rule 14d-1(d) (Cross-Border Third Party Tender Offer) |
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.
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.
Centrus Energy Corp. | ||
By: | /s/ Philip Strawbridge | |
Philip Strawbridge | ||
Senior Vice President, Chief Financial Officer, Chief Administrative Officer, and Treasurer | ||
Dated: November 18, 2020 |
EXHIBIT INDEX
(1) Previously filed.
(2) Filed herewith.