Centrus Energy Corp. Files 8-K on Agreements and Equity Sales

Ticker: LEU · Form: 8-K · Filed: Nov 7, 2024 · CIK: 1065059

Centrus Energy CORP 8-K Filing Summary
FieldDetail
CompanyCentrus Energy CORP (LEU)
Form Type8-K
Filed DateNov 7, 2024
Risk Levelmedium
Pages8
Reading Time10 min
Key Dollar Amounts$0.10, $402.5 million, $388.7 m, $1,000, $97.50
Sentimentneutral

Sentiment: neutral

Topics: material-definitive-agreement, financial-obligation, equity-securities

TL;DR

Centrus Energy filed an 8-K detailing new financial obligations, off-balance sheet arrangements, and equity sales.

AI Summary

On November 7, 2024, Centrus Energy Corp. entered into a material definitive agreement related to its financial obligations. The company also reported on the creation of a direct financial obligation or an off-balance sheet arrangement. Additionally, the filing details unregistered sales of equity securities and includes financial statements and exhibits.

Why It Matters

This filing provides insight into Centrus Energy's financial dealings, including new obligations and equity transactions, which could impact its financial health and stock performance.

Risk Assessment

Risk Level: medium — The filing involves financial obligations and equity sales, which can introduce financial risks and dilution concerns for investors.

Key Players & Entities

FAQ

What type of material definitive agreement did Centrus Energy Corp. enter into?

The filing indicates the entry into a material definitive agreement, but the specific details of the agreement are not provided in the provided text.

What is the significance of the 'Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement' item?

This item signifies that Centrus Energy Corp. has either taken on a new direct financial commitment or has entered into an arrangement that could lead to future financial obligations not currently reflected on its balance sheet.

What information is provided regarding unregistered sales of equity securities?

The filing states that there were unregistered sales of equity securities, but the specifics of these sales, such as the number of shares or the price, are not detailed in the provided text.

What is the company's principal executive office address?

The principal executive offices of Centrus Energy Corp. are located at 6901 Rockledge Drive, Suite 800, Bethesda, MD 20817.

What was Centrus Energy Corp.'s former company name?

Centrus Energy Corp.'s former company name was USEC INC, with a date of name change on June 29, 1998.

Filing Stats: 2,455 words · 10 min read · ~8 pages · Grade level 15.1 · Accepted 2024-11-07 16:16:27

Key Financial Figures

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement On November 7, 2024, Centrus Energy Corp. (the "Company") issued to the several initial purchasers (the "Initial Purchasers") $402.5 million aggregate principal amount of the Company's 2.25% convertible senior notes due 2030 (the "Notes"), pursuant to a purchase agreement among the Company and BofA Securities, Inc. and J.P. Morgan Securities LLC, as representatives of the Initial Purchasers. The Notes were offered in a private placement to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A promulgated under the Securities Act of 1933, as amended (the "Securities Act"). The offer and sale of the Notes and the shares of the Company's Class A common stock, par value $0.10 per share (the "Class A common stock"), of the Company issuable upon conversion of the Notes, if any, have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction, and unless so registered, the Notes and such shares, if any, may not be offered or sold in the United States except pursuant to an applicable exemption from such registration requirements. This Current Report on Form 8-K (this "Form 8-K") does not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any offer or sale of, the Notes (or any shares of Class A common stock of the Company issuable upon conversion of the Notes) in any state or jurisdiction in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification thereof under the securities laws of any such state or jurisdiction. In connection with the issuance of the Notes, the Company entered into an indenture, dated November 7, 2024 (the "Indenture"), between the Company and U.S. Bank Trust Company, National Association, as trustee (the "Trustee"). The terms of the Notes are governed by the Indenture. The Notes will bear interest at a rate of 2.25% per year, payable se

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 above is incorporated by reference into this Item 3.02. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 This Form 8-K contains "forward-looking statements" within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. In this context, forward-looking statements mean statements related to future events, which may impact the Company's 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. These forward-looking statements are based on information available to the Company as of the date of this news release and represent management's current views and assumptions with respect to future events and operational, economic and financial performance. Forward-looking statements are not guarantees of future performance, events or results and involve known and unknown risks, uncertainties and other factors, which may be beyond our control. Given these factors, you should not place undue reliance on these forward-looking statements. All information set forth in this Form 8-K is as of the date of this Form 8-K. The Company undertakes no duty or obligation to update any forward-looking statements contained in this release, whether as a result of new information, future events or changes in its expectations or otherwise, except as may be required by applicable law, regulation or other competent legal authority.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits Exhibit No. Description 4.1 Indenture, dated November 7, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee. 4.2 Form of 2.25% Convertible Senior Note due 2030 (Included in Exhibit 4.1). 104 Cover Page Interactive Data File (embedded within the Inline XBRL Document) SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Centrus Energy Corp. Date: November 7, 2024 By: /s/ Kevin J. Harrill Kevin J. Harrill Senior Vice President, Chief Financial Officer, and Treasurer

View Full Filing

View this 8-K filing on SEC EDGAR

View on Read The Filing