Filed Pursuant to Rule 424(b)(5)
Registration No. 333-272984
PROSPECTUS SUPPLEMENT
(to the Prospectus dated July 10, 2023)
Up to $100,000,000
Centrus Energy Corp.
Class A Common Stock
In accordance with the terms of the At Market
Issuance Sales Agreement entered into with B. Riley Securities, Inc. (“B. Riley”), Lake Street Capital Markets, LLC
(“Lake Street”) and Roth Capital Partners, LLC (“Roth” and, together with B. Riley and Lake Street, the “Agents”
each, an “Agent”), dated February 9, 2024, which we refer to as the Sales Agreement, we may offer and sell under this
prospectus supplement shares of our Class A Common Stock, $0.10 par value per share (the “Class A Common Stock”),
having an aggregate offering price of up to $100,000,000 from time to time through or to the Agents, acting as sales agent or principal.
Our Class A Common Stock is traded on the
NYSE American LLC (the “Exchange”) under the symbol “LEU.” The last reported sale price of our Class A Common
Stock on February 8, 2024 was $46.54 per share.
Sales of our Class A Common Stock, if any,
under this prospectus supplement will be made by any method permitted that is deemed an “at the market offering” as defined
in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”). The Agents are not required to sell
any specific amount of shares of our Class A Common Stock, but will act as our sales agents using commercially reasonable efforts
consistent with their normal trading and sales practices. There is no arrangement for funds to be received in any escrow, trust or similar
arrangement.
The Agents will be entitled to compensation at
a commission rate equal to 3.0 % of the gross sales price per share of our Class A Common Stock sold. In connection with the sale
of our Class A Common Stock on our behalf, an Agent will be deemed to be an “underwriter” within the meaning of the
Securities Act and the compensation of the Agents will be deemed to be underwriting commissions or discounts. We have also agreed to
provide indemnification and contribution to the Agents with respect to certain liabilities, including liabilities under the Securities
Act.
Investing in our Class A Common Stock
involves a high degree of risk. Before buying shares of our Class A Common Stock, you should carefully consider the risk factors
described in “Risk Factors” beginning on page S-5 of this prospectus supplement , the section captioned “Item
1A—Risk Factors” in our most recently filed Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q,
which are incorporated by reference into this prospectus supplement, and under similar headings in the other documents that are filed
after the date hereof and incorporated by reference into this prospectus supplement.
Neither the Securities and Exchange Commission
(the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
supplement is truthful or complete. Any representation to the contrary is a criminal offense.
B.
Riley Securities |
Lake
Street |
Roth
Capital Partners |
The date of this prospectus supplement is February 9,
2024.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement and the accompanying
prospectus form part of a registration statement on Form S-3 that we filed with the SEC using a “shelf” registration
process. This document is in two parts. The first part is this prospectus supplement, which contains specific information about the terms
on which we are offering and selling our Class A Common Stock and important business information about us. The second part is the
accompanying prospectus, which contains and incorporates by reference important business and financial information about us and other
information about this offering. This prospectus supplement and the accompanying prospectus are part of a shelf registration statement
that we filed with the SEC under the Securities Act.
In making your investment decision, you should
rely only on the information contained in or incorporated by reference in this prospectus supplement, the accompanying prospectus and
any free writing prospectus filed by us with the SEC. We are responsible for the information contained in this prospectus supplement
and the accompanying prospectus, including the information incorporated by reference herein as described herein and therein, and any
free writing prospectus that we prepare and distribute. Neither we nor the Agents have authorized anyone to provide you with information
different from that contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any such
free writing prospectus. Neither we nor the Agents are making an offer to sell, or soliciting an offer to buy, these securities in any
jurisdiction where the offer or sale is not permitted. The information contained or incorporated by reference in this prospectus supplement,
the accompanying prospectus or any related free writing prospectus prepared by us is accurate only as of the date of the applicable document.
Our business, financial condition, results of operations and prospects may have changed since that date.
This prospectus supplement and the accompanying
prospectus do not contain all of the information included in the registration statement as permitted by the rules and regulations
of the SEC. For further information, we refer you to the registration statement on Form S-3, including its exhibits, of which this
prospectus supplement and the accompanying prospectus form a part. We are subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”), and therefore file reports and other information with the SEC. Statements
contained in this prospectus supplement and the accompanying prospectus about the provisions or contents of any agreement or other document
are only summaries. If SEC rules require that any agreement or document be filed as an exhibit to the registration statement, you
should refer to that agreement or document for its complete contents.
Before you invest in our Class A Common
Stock, you should read the registration statement of which this document forms a part and this document, including the documents incorporated
by reference in this prospectus supplement and the accompanying prospectus that are described under the caption “Where You Can
Find More Information” in this prospectus supplement and the accompanying prospectus.
If the description of this offering and our business
varies between this prospectus supplement and the accompanying prospectus, you should rely on the information in this prospectus supplement.
Any statement made in this prospectus supplement or in a document incorporated or deemed to be incorporated by reference in this prospectus
supplement will be deemed to be modified or superseded for purposes of this prospectus supplement to the extent that a statement contained
in this prospectus supplement or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference
in this prospectus supplement modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except
as so modified or superseded, to constitute a part of this prospectus supplement.
Unless otherwise expressly indicated or the context
otherwise requires, we use the terms “Centrus,” the “Company,” “we,” “us,” “our”
or similar references to refer to Centrus Energy Corp. and its subsidiaries.
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus supplement, including the documents
incorporated by reference herein, may contain or incorporate “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 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, particular risks and uncertainties
(hereinafter “risks”) that could cause our actual future results to differ materially from those expressed in our forward-looking
statements include but are not limited to the following and which are, and may be, exacerbated by any worsening of the global business
and economic environment include but are not limited to the following:
Risks
related to the war in Ukraine primarily include:
| · | risks
related to the war in Ukraine and geopolitical conflicts and the imposition of sanctions
or other measures by (i) the U.S. or foreign governments and institutions, (ii) organizations
(including the United Nations or other international organizations), or (iii) entities
(including private entities or persons), that could directly or indirectly impact our ability
to obtain, deliver, transport, or sell low enriched uranium (“LEU”) or the separate
work units (“SWU”) and natural uranium hexafluoride components of LEU delivered
to us under our existing supply contract with the Russian government-owned entity TENEX,
Joint-Stock Company (“TENEX”) (“TENEX Supply Contract”) or make related
payments or deliveries of natural uranium hexafluoride to TENEX; |
| · | risks
related to proposed legislation to ban imports of Russian LEU into the United States or similar
bills becoming law and the potential inability to secure a waiver or other exception from
the ban in a timely manner or at all in order to allow us to continue importing Russian LEU
under the TENEX Supply Contract; |
| · | risks
related to the refusal or inability of TENEX to deliver LEU to us if, among other reasons,
(i) U.S. or foreign government sanctions are imposed on LEU from Russia or on TENEX,
(ii) for any reason, TENEX is unable or unwilling to deliver LEU, receive payments,
receive the return of natural uranium hexafluoride, or conduct other activities related to
the TENEX Supply Contract; or (iii) TENEX elects, or is directed (including by its owner
or the Russian government), to limit or stop transactions with us or with the United States
or other countries; and |
| · | risks
related to disputes with third parties, including contractual counterparties, that could
result if we are unable to receive timely deliveries of LEU under the TENEX Supply Contract. |
Risks
related to economic and industry factors primarily include:
| · | risks
related to whether or when government funding or demand for high-assay low-enriched uranium
(“HALEU”) for government or commercial uses will materialize and at what level; |
| · | risks
regarding funding for continuation and deployment of the American Centrifuge technology; |
| · | risks
related to (i) our ability to perform and absorb costs under our agreement with the
U.S. Department of Energy (“DOE”) to deploy and operate a cascade of centrifuges
to demonstrate production of HALEU for advanced reactors (the “HALEU Operation Contract”),
(ii) our ability to obtain new contracts and funding to be able to continue operations
and (iii) our ability to obtain and/or perform under other agreements; |
| · | risks
that (i) we may not obtain the full benefit of the HALEU Operation Contract and may
not be able or allowed to operate the HALEU enrichment facility to produce HALEU after the
completion of the HALEU Operation Contract or (ii) the HALEU enrichment facility may
not be available to us as a future source of supply; |
| · | risks
related to our dependence on others, such as TENEX, under the TENEX Supply Contract, Orano
Cycle (“Orano”) under our long-term commercial supply agreement with Orano and
other suppliers (including, but not limited to, transporters) who provide us the goods and
services we need to conduct our business; |
| · | risks
related to natural and other disasters, including 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; |
| · | risks
related to financial difficulties experienced by customers or suppliers, including possible
bankruptcies, insolvencies, or any other situation, event or occurrence that affect the ability
of others to pay for our products or services in a timely manner or at all; |
| · | risks
related to pandemics, endemics, and other health crises; |
| · | risks
related to the impact and potential extended duration of a supply/demand imbalance in the
market for LEU; |
| · | risks
related to our ability to sell or deliver the LEU we procure pursuant to our purchase obligations
under our supply agreements and the impacts of sanctions or limitations on imports of such
LEU, including those imposed under the RSA, international trade legislation and other international
trade restrictions; |
| · | risks
related to existing or new trade barriers and to contract terms that limit our ability to
procure LEU for, or deliver LEU to customers; |
| · | risks
related to pricing trends and demand in the uranium and enrichment markets and their impact
on our profitability; |
| · | risks
related to the movement and timing of customer orders; |
| · | risks
related to the fact that we face significant competition from major LEU producers who may
be less cost sensitive or are wholly or partially government owned; |
| · | risks
that our ability to compete in foreign markets may be limited for various reasons; |
| · | risks
related to the fact that our revenue is largely dependent on our largest customers; and |
| · | risks
related to our sales Order Book, including uncertainty concerning customer actions under
current contracts and in future contracting due to market conditions, global events or other
factors including our lack of current production capability. |
Risks
related to operational factors primarily include:
| · | risks
related to uncertainty regarding our ability to commercially deploy competitive enrichment
technology; |
| · | risks
related to the potential for demobilization or termination of the HALEU Operation Contract; |
| · | risks
that we will not be able to timely complete the work that we are obligated to perform; |
| · | risks
related to the government’s inability to satisfy its obligations, including supplying
government furnished equipment necessary for us to produce and deliver HALEU under the HALEU
Operation Contract and processing security clearance applications due to a government shutdown
or other reasons; |
| · | risks
related to our ability to obtain the government’s approval to extend the term of, or
the scope of permitted activities under, our lease in Piketon, Ohio; |
| · | risk
related to cybersecurity incidents that may impact our business operations; |
| · | risks
related to our ability to perform fixed-price and cost-share contracts such as the HALEU
Operation Contract, including the risk that costs that we must bear could be higher than
expected and the risk related to complying with stringent government contractual requirements;
and |
| · | risks
related to a government shutdown that could result in program cancellations, disruptions
and/or stop work orders and could limit the U.S. government’s ability to make timely
payments, and our ability to perform our U.S. government contracts and successfully compete
for our work. |
Risks
related to financial factors primarily include:
| · | risks
related to our significant long-term liabilities, including material unfunded defined benefit
pension plan obligations and postretirement health and life benefit obligations; |
| · | risks
related to our 8.25% Notes maturing in February 2027; |
| · | risks
of revenue and operating results fluctuating significantly from quarter to quarter, and in
some cases, year to year; |
| · | risks
related to the impact of financial market conditions on our business, liquidity, prospects,
pension assets and insurance facilities; |
| · | risks
related to the Company’s capital concentration; |
| · | risks
related to the value of our intangible assets related to the sales order book and customer
relationships; |
| · | risks
related to the limited trading markets in our securities; |
| · | risks
related to decisions made by our Class B Common Stock stockholders regarding their investment
in the Company, including decisions based upon factors that are unrelated to the Company’s
performance; |
| · | risks
that a small number of holders of our Class A Common Stock (whose interests may not
be aligned with other holders of our Class A Common Stock) may exert significant influence
over the direction of the Company and may be motivated by interests that are not aligned
with the Company’s other Class A stockholders; |
| · | risks
related to (i) the use of our net operating losses (“NOLs”) carryforwards
and net unrealized built-in losses (“NUBILs”) to offset future taxable income
and the use of the Rights Agreement (as defined herein) to prevent an “ownership change”
as defined in Section 382 of the Internal Revenue Code of 1986, as amended, and (ii) our
ability to generate taxable income to utilize all or a portion of the NOLs prior to the expiration
thereof and NUBILs; and |
| · | risks
related to failures or security breaches of our information technology systems. |
Risks
related to general factors primarily include:
| · | risks
related to our ability to attract and retain key personnel; |
| · | risks
related to actions, including reviews or audits, that may be taken by the U.S. government,
the Russian government, or other governments that could affect our ability to perform under
our contractual obligations or the ability of our sources of supply to perform under their
contractual obligations to us; |
| · | risks
related to our ability to perform and receive timely payment under our agreements with the
DOE or other government agencies, including risks related to the ongoing funding by the government
and potential audits; |
| · | risks
related to changes or termination of our agreements with the U.S. government or other counterparties,
or the exercise of contract remedies by such counterparties; |
| · | risks
related to the competitive environment for our products and services; |
| · | risks
related to changes in the nuclear energy industry; |
| · | risks
related to the competitive bidding process associated with obtaining contracts, including
government contracts; |
| · | risks
that we will be unable to obtain new business opportunities or achieve market acceptance
of our products and services or that products or services provided by others will render
our products or services obsolete or noncompetitive; and |
| · | risks
related to potential strategic transactions that could be difficult to implement, that could
disrupt our business or that could change our business profile significantly. |
Risks
related to legal and compliance factors primarily include:
| · | risks
related to the outcome of legal proceedings and other contingencies (including lawsuits and
government investigations or audits); |
| · | risks
related to the impact of government regulation and policies, including by the DOE and the
Nuclear Regulatory Commission (“NRC”); |
| · | risks
of accidents during the transportation, handling, or processing of toxic hazardous or radioactive
material that may pose a health risk to humans or animals, cause property or environmental
damage, or result in precautionary evacuations, and lead to claims against the Company; |
| · | risks
associated with claims and litigation arising from past activities at sites we currently
operate or past activities at sites that we no longer operate, including the Paducah, Kentucky,
and Portsmouth, Ohio, GDPs; and |
| · | other
risks discussed in this and our other filings with the SEC. |
These factors may not constitute all factors
that could cause actual results to differ from those discussed in any forward-looking statement. All written and oral forward-looking
statements attributable to us, or persons acting on our behalf, are expressly qualified in their entirety by the cautionary statements
disclosed under “Item 1A. Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2023,
as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC, including subsequent
Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any subsequent prospectus supplement. Accordingly, forward-looking
statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review and consider the various
disclosures made in this report and in our other filings with the SEC that attempt to advise interested parties of the risks and factors
that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances that may
arise after the date of this prospectus supplement, except as required by law.
PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights the information contained
elsewhere in this prospectus supplement, the accompanying prospectus and the documents incorporated by reference herein and therein and
is qualified in its entirety by reference to the more detailed information and financial statements appearing elsewhere in this prospectus
supplement. Because this is only a summary, it does not contain all of the information that may be important to you. Before investing
in our Class A Common Stock, you should read this entire prospectus supplement, the accompanying prospectus and any related free
writing prospectus, together with all documents incorporated by reference herein and therein, carefully, including the “Risk Factors”
section of this prospectus supplement, in our Annual Report on Form 10-K for the year ended December 31, 2023 as such risk
factors may be amended, supplemented or superseded from time to time by other reports we file with the SEC, including subsequent Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any subsequent prospectus supplement, and our consolidated
financial statements and related notes incorporated by reference in this prospectus supplement, before making an investment decision.
Our Company
Centrus is a trusted supplier of nuclear fuel
components and services for the nuclear power industry, which provides a reliable source of carbon-free energy.
Centrus operates two business segments: (a) LEU,
which supplies various components of nuclear fuel to commercial customers from our global network of suppliers, and (b) technical
solutions, which provides advanced engineering, design, and manufacturing services to government and private sector customers and is
deploying uranium enrichment and other capabilities necessary for production of advanced nuclear fuel to power existing and next-generation
reactors around the world.
Our LEU segment provides most of the Company’s
revenue and involves the sale of enriched uranium, the fissile component of nuclear fuel, primarily to utilities that operate commercial
nuclear power plants. The majority of these sales are for the enrichment component of LEU, which is measured in SWU. Centrus also sells
natural uranium hexafluoride (the raw material needed to produce LEU) and occasionally sells uranium concentrates, uranium conversion,
or LEU with the natural uranium hexafluoride and SWU components combined into one sale.
LEU is a critical component in the production
of nuclear fuel for reactors that produce electricity. We supply LEU and its components to both domestic and international utilities
for use in nuclear reactors worldwide. We provide LEU from multiple sources. Those sources include long-term contracts with foreign enrichment
producers which provide well-over half of our supply, our inventory, loans and spot purchases. As a long-term supplier of LEU to our
customers, our objective is to provide value through the reliability and diversity of our supply sources.
Our global Order Book includes long-term sales
contracts with major utilities through 2030. We have secured cost-competitive supplies of SWU under long-term contracts through the end
of this decade designed to allow us to fill our existing customer orders and make new sales. A market-related price reset provision in
the TENEX Supply Contract, which is our largest supply contract, occurred in 2018 and took effect at the beginning of 2019 – when
market prices for SWU were near historic lows – which has significantly lowered our cost of sales and contributed to improved margins
since 2019.
Under a contract with the DOE, our Technical
Solutions segment is deploying uranium enrichment and other capabilities necessary for production of advanced nuclear fuel to meet the
evolving needs of the global nuclear industry and the U.S. government. We also are leveraging our unique technical expertise, operational
experience, and specialized facilities to expand and diversify our business beyond uranium enrichment, offering new services to existing
and new customers in complementary markets.
Our technical solutions segment is dedicated
to the restoration of America’s domestic uranium enrichment capability in order for us to play a critical role in meeting U.S.
national security and energy security requirements and advancing America’s nonproliferation, energy, and climate objectives. Our
technical solutions segment also is focused on repairing broken and vulnerable supply chains, providing clean energy jobs, and supporting
the communities in which we operate. Our goal is to deliver major components of the next-generation nuclear fuels that will power the
future of nuclear energy as it provides reliable carbon-free power around the world.
The United States has not had domestic uranium
enrichment capability suitable to meet U.S. national security requirements since the Paducah GDP shut down in 2013. DOE continues to
draw down its finite stockpile of Cold War-era enriched uranium but is expected to need a new source of U.S.-origin enrichment in the
future. Longstanding U.S. policy and binding nonproliferation agreements prohibit the use of foreign-origin enrichment technology for
U.S. national security missions. Our AC100M centrifuge currently is the only deployment-ready U.S. uranium enrichment technology that
can meet these national security requirements.
Centrus is pioneering U.S. production of HALEU,
enabling the deployment of a new generation of HALEU-fueled reactors to meet the world’s growing need for carbon-free power. On
October 11, 2023, the Company announced that it began enrichment operations at its HALEU production facility in Piketon, Ohio under
its contract with DOE. HALEU is a high-performance nuclear fuel component which will be required by a number of advanced reactor and
fuel designs that are now under development for commercial and government uses. While existing reactors typically operate on LEU with
the U235 concentration below 5%, HALEU is further enriched so that the U235 concentration is between 5% and 20%. The higher U235 concentration
offers a number of potential advantages, which may include better fuel utilization, improved performance, fewer refueling outages, simpler
reactor designs, reduced waste volumes, and greater nonproliferation resistance.
The lack of HALEU supply is widely viewed as
a major obstacle to the successful commercialization of these new reactors. For example, in surveys of advanced reactor developers conducted
by the U.S. Nuclear Industry Council in 2020 and 2021, respondents indicated that the number one issue that “keeps you up at night”
was access to HALEU. As the only company with a license from the NRC actively enriching up to 20% U235 assay HALEU and that is operating
a small scaled HALEU production facility, Centrus is uniquely positioned to fill a critical gap in the supply chain and facilitate the
deployment of these promising next-generation reactors.
The war in Ukraine has contributed to a significant
increase in market prices for enrichment and (along with proposed legislation to limit imports of LEU from Russia) has prompted calls
for public and private investment in new, domestic uranium enrichment capacity not only for HALEU production but also for LEU production
to support the existing fleet of reactors. As a result, Centrus is exploring the opportunity to deploy LEU enrichment alongside HALEU
enrichment to meet a range of commercial and U.S. government requirements, which could bring operational synergies while increasing sales
opportunities. Our ability to deploy LEU and/or HALEU enrichment, and the timing, sequencing, and scale of those capabilities, is subject
to the availability of funding and offtake commitments.
Under the HALEU Demonstration Contract
signed in 2019, Centrus constructed and installed a cascade of 16 AC100M centrifuges in Piketon, Ohio to demonstrate HALEU
production. The HALEU Demonstration Contract was originally set to expire on June 1, 2022. However, the DOE extended the HALEU
Demonstration Contract to November 30, 2022. The Company is currently performing closeout activities on the HALEU Demonstration
Contract. Due to challenges the DOE experienced in providing withdrawal cylinders as government furnished equipment, the DOE elected
to change the scope of the HALEU Demonstration Contract and moved the operational portion of the demonstration to a new,
competitively awarded contract that provides for operations beyond the term of the HALEU Demonstration Contract. DOE incrementally
funded the HALEU Demonstration Contract with total funding to date of $173.0 million.
On November 10, 2022, after a competitive
solicitation, the DOE awarded the HALEU Operation Contract to the Company’s subsidiary. Work began on December 1, 2022. The
base contract value is approximately $150 million in two phases through 2024. Phase 1, which was completed in November 2023, included
an approximately $30 million cost share contribution from Centrus matched by approximately $30 million from the DOE to complete construction
of the cascade support systems, begin operations and produce the initial 20 kilograms of HALEU UF6.
Phase 2 of the contract includes continued operations
and maintenance and production for a full year at an annual production rate of 900 kilograms of HALEU UF6. The DOE will own
the HALEU produced from the demonstration cascade. In Phase 2, Centrus is being compensated on a cost-plus-incentive-fee basis, with
an expected Phase 2 contract value of approximately $90 million, subject to Congressional appropriations. Concurrently, pursuant to an
amendment to our lease for the Piketon facility, the DOE assumed all D&D liabilities arising out of the HALEU Operation Contract.
Under the HALEU Operation Contract, DOE is obligated
to provide the 5B Cylinders necessary for us to collect the output of the cascade, but supply chain challenges have created difficulties
for DOE in securing enough 5B Cylinders for the entire production year. During periods where 5B Cylinders are insufficient, the Company
will not be able to produce HALEU, but will be able to continue operation of the cascade and perform preventive maintenance and regulatory
compliance type activities. Centrus anticipates that the delays in obtaining sufficient 5 Cylinders will be temporary, but no longer
will achieve delivery of 900 Kilograms UF6 anticipated for Phase 2 of the contract which extends to November 2024. To
support the DOE in mitigating the risk of further delays in delivery of 5B Cylinders, the Company received technical direction and a
contract modification from the DOE to procure compliant 5B Cylinders and components while the contractual obligation to furnish compliant
5B Cylinders under the HALEU Operation Contract continues to rest with the DOE. The Company is also performing additional work on infrastructure
and facility repairs under separate DOE technical direction and subsequent contract modification.
The DOE is contemplating awarding additional
contracts to ensure availability of HALEU for the ARDP and for the advanced reactor market in general, and received a $700 million congressional
appropriation from the Inflation Reduction Act as a first step in establishing a domestic supply chain for HALEU. On November 28,
2023, the DOE issued an RFP focusing on deconversion of HALEU and on January 9, 2024, issued an RFP focusing on the production of
HALEU. The Company expects to submit bids for both RFPs, with the goal of expanding HALEU production capability at the Piketon facility
and building a deconversion facility, subject to, among other things, availability of funding and/or offtake commitments.
We are also actively considering, and expect
to consider from time to time in the future, potential strategic transactions, which could involve, without limitation, acquisitions
and/or dispositions of businesses or assets, joint ventures or investments in businesses, products or technologies, or changes to our
capital structure. In connection with any such transaction, we may seek additional debt or equity financing, contribute or dispose of
assets, assume additional indebtedness, or partner with other parties to consummate a transaction.
Corporate Information
Our principal executive office is located at
6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817, and our telephone number is (301) 564-3200. Our website is www.centrusenergy.com.
However, the information located on, or accessible from, our website is not, and should not be deemed to be, part of this prospectus
supplement or incorporated into any other filing that we submit to the SEC.
Class A Common Stock offered
by us pursuant to this prospectus supplement |
|
Shares
of our Class A Common Stock having an aggregate offering price of up to $100,000,000. |
Class A Common Stock to be
outstanding after this offering |
|
Up
to 17,105,123 shares, assuming sales at a price of $46.54 per share, which was the closing price on the Exchange on February 8,
2024. Actual number of shares issued will vary depending on the sales price under this offering. |
Manner of offering |
|
“At the market offering”
that may be made from time to time on the Exchange or other market for our Class A Common Stock in the United States through
or to an Agent, as sales agent or principal. See the section entitled “Plan of Distribution” below. |
Use of proceeds |
|
We intend to use the net proceeds
for general working capital and corporate purposes, which may include investment in technology development and deployment, repayment
or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities and purposes. See
the section entitled “Use of Proceeds” below. |
Risk Factors |
|
See “Risk Factors” beginning
on page S-5 and the other information included in, or incorporated by reference into, this prospectus supplement for a discussion
of certain factors you should carefully consider before deciding to invest in shares of our Class A Common Stock. |
NYSE American LLC symbol |
|
LEU |
RISK FACTORS
Investing in our Class A Common Stock
involves a high degree of risk. You should carefully consider the following risk factors, as well as other information in this prospectus
supplement, the accompanying prospectus and the documents incorporated by reference in this prospectus supplement, including the factors
discussed under the heading “Risk Factors” in our most recent Annual Report on Form 10-K and each subsequently filed
Quarterly Report on Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, before deciding whether to invest in shares of our Class A Common Stock. See “Where
You Can Find More Information” and “Information We Incorporate By Reference.” The occurrence of any of the events described
below could harm our business, financial condition, results of operations and growth prospects. In such an event, the trading price of
our Class A Common Stock may decline, and you may lose all or part of your investment.
Additional Risks Related to This Offering
We will have broad discretion in the use of the net proceeds
from this offering and, despite our efforts, we may use the net proceeds in a manner that does not increase the value of your investment.
We intend to use the net proceeds from the sale
of shares of our Class A Common Stock in this offering for general working capital and corporate purposes, which may include investment
in technology development and deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and
other business opportunities and purposes. We retain broad discretion over the use of the net proceeds from the sale of shares of Class A
Common Stock and, accordingly, you will need to rely upon the judgment of our board of directors and management with respect to the use
of proceeds, potentially with only limited information concerning our specific intentions. These proceeds could be applied in ways that
do not improve our operating results or increase the value of your investment.
You may experience immediate and substantial dilution.
The offering price per share in this offering
may exceed the as-adjusted net tangible book value per share of our Class A Common Stock outstanding prior to this offering.
Assuming that an aggregate of 2,148,689 shares
of our Class A Common Stock are sold under this prospectus supplement at a price of $46.54 per share, the last reported sale price
of our Class A Common Stock on the Exchange on February 8, 2024, for aggregate gross proceeds of $100 million, after deducting
commissions and estimated aggregate offering expenses payable by us, you will experience immediate dilution of $41.31 per share, representing
the difference between our as-adjusted net tangible book value per share as of December 31, 2023, after giving effect to this offering
and the assumed offering price. The exercise of outstanding stock options may result in further dilution of your investment. Additionally,
because the sales of shares of our Class A Common Stock offered hereby will be made directly into the market, the prices at which
we sell such securities will vary and these variations may be significant. As a result, you may suffer dilution if you purchase shares
in this offering at a higher price than other shares offered hereby are sold. See the section entitled “Dilution” below for
a more detailed illustration of the dilution you would incur if you participate in this offering.
The actual number of shares we may issue under the Sales Agreement,
at any one time or in total, is uncertain and you may experience future dilution as a result of future equity offerings.
Subject to certain limitations in the Sales Agreement
and compliance with applicable law, we have the discretion to deliver a sales notice to an Agent at any time throughout the term of the
Sales Agreement. The number of shares that are sold by the Agents after delivering a sales notice, if any, will fluctuate based on the
market price of the Class A Common Stock during the sales period and limits we set with the Agents. Because the price per share
of each share sold will fluctuate based on the market price of our common stock during the sales period, it is not possible at this stage
to predict the number of shares that will be ultimately issued. In addition, in order to raise additional capital, we may offer in the
future additional shares of our Class A Common Stock or other securities convertible into or exchangeable for our Class A Common
Stock at prices that may not be the same as the price per share in this offering. We may sell shares or other securities in any other
offering at a price per share that is less than the price per share paid by investors in this offering, and investors purchasing shares
or other securities in the future could have rights superior to existing stockholders. The price per share at which we sell additional
shares of our common stock, or securities convertible or exchangeable into common stock, in future transactions may be higher or lower
than the price per share paid by investors in this offering.
Our governing documents and Delaware law could prevent a takeover
that stockholders consider favorable and could also reduce the market price of our stock.
Our certificate of incorporation, bylaws and
the Section 382 Rights Agreement we have adopted with respect to our common stock contain certain provisions that could delay or
prevent a change in control. These provisions could also make it more difficult for stockholders to elect directors and take other corporate
actions. These provisions include, without limitation:
| · | a
requirement that stockholders must provide advance notice to propose nominations or have
other business considered at a meeting of stockholders; |
| · | supermajority
stockholder approval to amend our bylaws or certain provisions in our certificate of incorporation; |
| · | limitations
on transferability; and |
| · | authorization
of blank check preferred stock. |
In addition, we are subject to the provisions
of Section 203 of the Delaware General Corporation Law. These provisions may prohibit large stockholders, in particular those owning
15% or more of our outstanding Class A Common Stock, from engaging in certain business combinations without the approval of substantially
all of our stockholders for a certain period of time.
These and other provisions in our certificate
of incorporation, bylaws and under Delaware law, including restrictions on foreign ownership and restrictions set forth in the Section 382
Rights Agreement, could discourage potential takeover attempts, reduce the price that investors might be willing to pay for shares of
our Class A Common Stock in the future and result in the market price being lower than it would be without these provisions. For
more information, see “Description of Capital Stock— Provisions of the Company’s Certificate of Incorporation, Bylaws
and Delaware Law that May Have an Anti-Takeover Effect” in the accompanying prospectus.
USE OF PROCEEDS
The amount of proceeds from this offering will
depend upon the number of shares of our Class A Common Stock sold and the market price at which they are sold. There can be no assurance
that we will be able to sell any shares under or fully utilize the Sales Agreement with the Agents as a source of financing.
We
intend to use the net proceeds for general working capital and corporate purposes, which may include investment in technology development
or deployment, repayment or repurchase of outstanding debt, capital expenditures, potential acquisitions and other business opportunities
and purposes.
The precise amount, use and timing of the application
of such proceeds will depend upon our funding requirements and the availability and cost of other capital. Pending application of the
net proceeds as described above, we intend to invest the net proceeds of the offering in short-term, investment-grade, interest-bearing
securities and/or savings accounts.
DILUTION
If you invest in our Class A Common Stock,
your interest will be diluted to the extent of the difference between the price per share you pay in this offering and the net tangible
book value per share of our Class A Common Stock immediately after this offering.
Our net tangible book value of our Class A
Common Stock as of December 31, 2023 was approximately $(7.1) million, or approximately $(0.47) per share of Class A Common
Stock based upon 14,956,434 shares of Class A Common Stock outstanding at that time, and on an unconverted basis with respect to
our shares of Class B Common Stock. Net tangible book value per share is equal to our total tangible assets, less our total liabilities,
divided by the total number of shares of Class A Common Stock outstanding as of December 31, 2023.
After giving effect to the assumed sale of our
Class A Common Stock in the aggregate amount of $100 million at an assumed offering price of $46.54 per share, the last
reported sale price of our Class A Common Stock on the Exchange on February 8, 2024, and after deducting estimated offering
commissions and estimated offering expenses payable by us, our net tangible book value as of December 31, 2023 would have been approximately
$89.5 million, or approximately $5.23 per share of Class A Common Stock based on 17,105,123 shares of Class A Common Stock
outstanding on a pro forma basis as of December 31, 2023. This represents an immediate increase in net tangible book value of approximately
$5.70 per share to our existing stockholders and an immediate dilution in net tangible book value of $41.31 per share to new investors
in this offering.
The following table illustrates this calculation
on a per share basis:
Assumed offering price per share | |
| | | |
$ | 46.54 | |
Net tangible book value per share as of December 31, 2023 | |
$ | (0.47 | ) | |
| | |
Increase in net tangible book value per share attributable
to the offering | |
$ | 5.70 | | |
| | |
Pro forma net tangible book value per share as of December 31,
2023 after giving effect to the offering | |
$ | 5.23 | | |
| | |
Dilution in net tangible book value per share to new investors | |
| | | |
$ | 41.31 | |
The number of shares of our Class A Common
Stock to be outstanding immediately after this offering on a pro forma basis is based on 17,105,123 shares of our Class A Common
Stock outstanding as of December 31, 2023 and excludes:
|
· |
561,704 shares of Class A Common Stock available
for award under the Centrus Energy Corp. 2014 Equity Incentive Plan; |
|
· |
96,000 shares of Class A Common Stock issuable
upon the exercise of outstanding options as of December 31, 2023 with a weighted average exercise price of $4.37; |
|
· |
182,196 shares of Class A Common Stock issuable
upon the vesting of outstanding restricted stock units as of December 31, 2023; and |
|
|
|
|
· |
719,200 shares of Class B Common Stock, which
may be converted into Class A Common Stock. |
The above illustration of dilution per share
to investors participating in this offering assumes no exercise of outstanding options or vesting and settlement of outstanding restricted
stock units. To the extent that any outstanding options are exercised or outstanding restricted stock units are vested and settled, there
will be further dilution to new investors.
DIVIDEND POLICY
Centrus has never declared or paid any cash dividends
on its Class A Common stock. We currently anticipate that we will retain all of our future earnings for use in the expansion and
operation of our business and do not anticipate paying any cash dividends in the foreseeable future. Any future determination to declare
cash dividends will be made at the discretion of our board of directors, subject to applicable law and will depend on our financial condition,
results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant.
In addition, the indenture governing our 8.25% Notes restricts our ability to pay dividends on our capital stock in certain cases.
PLAN OF DISTRIBUTION
We have entered into a Sales Agreement with B.
Riley Securities, Inc., Lake Street Capital Markets, LLC and Roth Capital Partners, LLC (collectively, the “Agents”)
under which we may issue and sell our Class A Common Stock from time to time through the Agents acting as sales agents. Sales of
shares of our Class A Common Stock, if any, under this prospectus supplement and the accompanying prospectus may be made by any
method that is deemed an “at the market offering” as defined in Rule 415 promulgated under the Securities Act. We may
instruct the Agents not to sell Class A Common Stock if the sales cannot be effected at or above the price designated by us from
time to time. We or any of the Agents may suspend the offering of common stock upon notice and subject to other conditions.
The Agents will offer our Class A Common
Stock subject to the terms and conditions of the Sales Agreement as agreed upon by us and the Agents. Each time we wish to issue and
sell common stock under the Sales Agreement, we will notify an Agent of the number or dollar value of shares to be issued, the time period
during which such sales are requested to be made, any limitation on the number of shares that may be sold in one day, any minimum price
below which sales may not be made and other sales parameters as we deem appropriate. Once we have so instructed an Agent, unless the
Agent declines to accept the terms of the notice, the Agents have agreed to use their commercially reasonable efforts consistent with
their normal trading and sales practices to sell such shares up to the amount specified on such terms. The obligations of the Agents
under the Sales Agreement to sell our common stock are subject to a number of conditions that we must meet.
We will pay the Agents commissions for their
services in acting as agents in the sale of Class A Common Stock at a commission rate equal to 3.0 % of the gross sales price per
share sold. We have agreed to reimburse legal expenses of the Agents in an amount not to exceed $100,000, in addition to certain ongoing
disbursements of their legal counsel. Because there is no minimum offering amount required as a condition to close this offering, the
actual total public offering amount, commissions and proceeds to us, if any, are not determinable at this time. We estimate that
the total expenses for the offering, excluding commissions payable or fees reimbursable to the Agents under the terms of the Sales Agreement,
will be approximately $125,000.
Settlement for sales of Class A Common Stock
will generally occur on the second business day following the date on which any sales are made, or on some other date that is agreed
upon by us and the Agent in connection with a particular transaction, in return for payment of the net proceeds to us. There is no arrangement
for funds to be received in an escrow, trust or similar arrangement.
In connection with the sale of the common stock
on our behalf, an Agent will be deemed to be an “underwriter” within the meaning of the Securities Act and the compensation
of the Agents will be deemed to be underwriting commissions or discounts. We have agreed to provide indemnification and contribution
to the Agents against certain civil liabilities, including liabilities under the Securities Act.
The offering of our Class A Common Stock
pursuant to the Sales Agreement will terminate upon the earlier of (i) the sale of all of our Class A Common Stock subject
to the Sales Agreement, or (ii) termination of the Sales Agreement as provided therein.
Additional Relationships
The Agents and their respective affiliates may
in the future provide various investment banking and other financial services for us and our affiliates, for which services they may
in the future receive customary fees.
LEGAL MATTERS
The validity of the securities we are offering
will be passed upon by O’Melveny & Myers LLP. The Agents are being represented in connection with this offering by Duane
Morris LLP.
EXPERTS
The financial statements of Centrus Energy Corp.
as of December 31, 2023, and for the year ended December 31, 2023, incorporated by reference in this Prospectus by reference
to Centrus Energy Corp.’s annual report on Form 10-K for the year ended December 31, 2023, and the effectiveness of Centrus
Energy Corp.’s internal control over financial reporting have been audited by Deloitte & Touche LLP, an independent registered
public accounting firm, as stated in their reports. Such financial statements are incorporated by reference in reliance upon the reports
of such firm given their authority as experts in accounting and auditing.
The financial statements as of December 31,
2022 and for each of the two years in the period ended December 31, 2022 incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2023 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We have filed with the SEC, Washington, D.C.
20549, a registration statement on Form S-3 under the Securities Act with respect to the Class A Common Stock offered hereby.
This prospectus supplement does not contain all of the information set forth in the registration statement and the exhibits and schedules
thereto. For further information with respect to the Company and its Class A Common Stock, reference is made to the registration
statement and the exhibits and any schedules filed therewith. Statements contained in this prospectus supplement as to the contents of
any contract or other document referred to are not necessarily complete and in each instance, if such contract or document is filed as
an exhibit, reference is made to the copy of such contract or other document filed as an exhibit to the registration statement, each
statement being qualified in all respects by such reference. A copy of the registration statement, including the exhibits and schedules
thereto, may be read and copied at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on
the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet
site at www.sec.gov, from which interested persons can electronically access the registration statement, including the exhibits and any
schedules thereto.
We are subject to the information reporting requirements
of the Exchange Act, and we file periodic reports and other information with the SEC. All documents filed with the SEC are available
for inspection and copying at the addresses set forth above. We also maintain an Internet site at www.centrusenergy.com. Our website
and the information contained therein or connected thereto shall not be deemed to be incorporated into this prospectus supplement or
the registration statement of which it forms a part.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to “incorporate by reference”
the information we file with them which means that we can disclose important information to you by referring you to those documents instead
of having to repeat the information in this prospectus supplement. The information incorporated by reference is considered to be part
of this prospectus supplement, and later information that we file with the SEC will automatically update and supersede this information.
This prospectus supplement incorporates by reference the documents listed below (other than, unless otherwise specifically indicated,
current reports furnished under Item 2.02, Item 7.01 or Item 9.01 of Form 8-K and exhibits filed on such form that are related
to such items):
All reports and other documents we subsequently
file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the termination of this offering, including
all such documents we may file with the SEC after the date of the initial registration statement and prior to the effectiveness of the
registration statement, but excluding any information furnished to, rather than filed with, the SEC, will also be incorporated by reference.
We will furnish without charge to you, on written
or oral request, a copy of any or all of the documents incorporated by reference, including exhibits to these documents. You should direct
any requests for documents in writing to: Centrus Energy Corp., 6901 Rockledge Drive, Suite 800, Bethesda, MD 20817, tel: (301)
564-3200. These documents are also available on the Investors section of our website, which is located at www.centrusenergy.com, or as
described under “Where You Can Find Additional Information” above. The reference to our website address does not constitute
incorporation by reference of the information contained on our website.
You should rely only on information contained
in, or incorporated by reference into, this prospectus supplement. We have not authorized anyone to provide you with information different
from that contained in this prospectus supplement or incorporated by reference in this prospectus supplement. We are not making offers
to sell the securities in any jurisdiction in which such an offer or solicitation is not authorized or in which the person making such
offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation.
PROSPECTUS
Centrus Energy Corp.
$200,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From time to time, we may
offer and sell up to $200,000,000 in aggregate of the securities described in this prospectus separately or together in any combination,
in one or more classes or series, in amounts, at prices and on terms that we will determine at the time of the offering.
This prospectus provides
a general description of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements
to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement.
Prospectus supplements may also add, update or change information in this prospectus. You should carefully read this prospectus and the
applicable prospectus supplement, together with any documents incorporated by reference herein, before you invest in our securities.
Our common stock is listed
on The NYSE American LLC, or the NYSE American, under the symbol “LEU.” On June 27, 2023, the last reported sale price
of our common stock was $31.47 per share. The applicable prospectus supplement will contain information, where applicable, as to the
listing of any other securities covered by the prospectus supplement other than our common stock on the NYSE American or any other securities
exchange.
Investing in any of our
securities involves a high degree of risk. Please read carefully the section entitled “Risk Factors” on page 8 of this
prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information included and
incorporated by reference in this prospectus.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus
is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
TABLE OF CONTENTS
Page
About
This Prospectus
This prospectus is part of
a registration statement on Form S-3 that we filed with the Securities and Exchange Commission, or the SEC, using a “shelf”
registration or continuous offering process. Under this shelf registration process, we may, from time to time, sell any combination of
the securities described in this prospectus in one or more offerings up to a total aggregate offering price of $200,000,000.
This prospectus provides
a general description of the securities we may offer. We may provide specific terms of securities to be offered in one or more supplements
to this prospectus. We may also provide a specific plan of distribution for any securities to be offered in a prospectus supplement.
Prospectus supplements may also add, update or change information in this prospectus. If the information varies between this prospectus
and the accompanying prospectus supplement, you should rely on the information in the accompanying prospectus supplement.
Before purchasing any securities,
you should carefully read both this prospectus and any prospectus supplement, together with the additional information described under
the heading “Information We Incorporate by Reference.” You should rely only on the information contained or incorporated
by reference in this prospectus, any prospectus supplement and any free writing prospectus prepared by or on behalf of us or to which
we have referred you. Neither we nor any underwriters have authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not rely on it. We take no responsibility for, and can provide
no assurance as to the reliability of, any other information that others may give you. You should assume that the information contained
in this prospectus, any prospectus supplement or any free writing prospectus is accurate only as of the date on its respective cover,
and that any information incorporated by reference is accurate only as of the date of the document incorporated by reference, unless
we indicate otherwise. Our business, financial condition, results of operations and prospects may have changed since those dates. This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made to the
actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents. Copies of some
of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits to the registration
statement of which this prospectus is a part, and you may obtain copies of those documents as described below under the heading “Where
You Can Find More Information.”
This prospectus and any applicable
prospectus supplement do not constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered
securities to which they relate. We are not making offers to sell common stock or any other securities described in this prospectus in
any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to do so or to anyone to whom it
is unlawful to make an offer or solicitation.
Unless otherwise expressly
indicated or the context otherwise requires, we use the terms “Centrus,” the “Company,” “we,” “us,”
“our” or similar references to refer to Centrus Energy Corp. and its subsidiaries.
Where
You Can Find More Information
We have filed our registration
statement on Form S-3 with the SEC under the Securities Act of 1933, as amended, or the Securities Act. We also file annual, quarterly
and current reports, proxy statements and other information with the SEC. You may read and copy any document that we file with the SEC,
including the registration statement and the exhibits to the registration statement, at the SEC’s Public Reference Room located
at 100 F Street, N.E., Washington D.C. 20549. You may obtain further information on the operation of the Public Reference Room by calling
the SEC at 1-800-SEC-0330. Our SEC filings are also available to the public at the SEC’s web site at www.sec.gov. These documents
may also be accessed on our web site at www.centrusenergy.com. Information contained on our web site is not incorporated by reference
into this prospectus and you should not consider information contained on our web site to be part of this prospectus.
This prospectus and any prospectus
supplement are part of a registration statement filed with the SEC and do not contain all of the information in the registration statement.
The full registration statement may be obtained from the SEC or us as indicated above. Forms of any indenture or other documents establishing
the terms of the offered securities are filed as exhibits to the registration statement or will be filed through an amendment to our
registration statement on Form S-3 or under cover of a Current Report on Form 8-K and incorporated into this prospectus by
reference.
Information
We Incorporate By Reference
The SEC allows us to “incorporate
by reference” into this prospectus the information we file with it, which means that we can disclose important information to you
by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus. Any statement
contained herein or in a document incorporated or deemed to be incorporated by reference into this document will be deemed to be modified
or superseded for purposes of the document to the extent that a statement contained in this document or any other subsequently filed
document that is deemed to be incorporated by reference into this document modifies or supersedes the statement. We incorporate by reference
in this prospectus the following information (other than, in each case, documents or information deemed to have been furnished and not
filed in accordance with SEC rules):
| · | the
description of the securities of the Company contained in Exhibit 4.16
of our Annual Report on Form 10-K for the year ended December 31, 2022 (filed with
the SEC on February 22, 2023). |
We also incorporate by reference
each of the documents that we file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934,
as amended, or the Exchange Act, on or after the date of this prospectus and prior to the termination of the offerings under this prospectus
and any prospectus supplement. These documents include periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, as well as proxy statements. We will not, however, incorporate by reference in
this prospectus any documents or portions thereof that are not deemed “filed” with the SEC, including any information furnished
pursuant to Item 2.02 or Item 7.01 of our Current Reports on Form 8-K after the date of this prospectus unless, and except to the
extent, specified in such Current Reports.
We will provide to each
person, including any beneficial owner, to whom a prospectus (or a notice of registration in lieu thereof) is delivered a copy of any
of these filings (other than an exhibit to these filings, unless the exhibit is specifically incorporated by reference as an exhibit
to this prospectus) at no cost, upon a request to us by writing or telephoning us at the following address and telephone number:
Centrus Energy Corp.
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
Special
Note Regarding Forward-Looking Statements
This prospectus, including
the documents incorporated by reference herein, may contain or incorporate “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 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. These forward-looking statements are based on information available to us as of the date of this prospectus
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.
For Centrus, particular risks
and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements
include but are not limited to the following which are, and will be, exacerbated by any worsening of the global business and economic
environment as a result:
Risks related to the war in Ukraine factors primarily
include:
| · | risks
related to the war in Ukraine and geopolitical conflicts and the imposition of sanctions
or other measures by (i) the U.S. or foreign governments, (ii) organizations (including
the United Nations, the EU or other international organizations), or (iii) entities
(including private entities or persons), that could directly or indirectly impact our ability
to obtain, deliver or sell LEU under the TENEX Supply Contract or make related payments or
deliveries of natural uranium; and |
| · | risks
related to the refusal of TENEX to deliver LEU to us if, among other reasons, TENEX is unable
to receive payments, or to receive the return of natural uranium, as a result of any government,
international or corporate actions or directions or other reasons. |
Risks related to economic and industry factors primarily
include:
| · | risks
related to whether or when government funding or demand for high assay low enriched uranium
(“HALEU”) for government or commercial uses will materialize; |
| · | risks
and uncertainties regarding funding for continuation and deployment of the American Centrifuge
technology; |
| · | risks
related to (i) our ability to perform and absorb costs under the HALEU Operation Contract,
(ii) our ability to obtain contracts and funding to be able to continue operations and
(iii) our ability to obtain and/or perform under other agreements; |
| · | risks
that (i) we may not obtain the full benefit of the HALEU Operation Contract and may
not be able or allowed to operate the HALEU enrichment facility to produce HALEU after the
completion of the HALEU Operation Contract or (ii) the HALEU enrichment facility may
not be available to us as a future source of supply; |
| · | risks
related to our dependence on others, such as TENEX, under the TENEX Supply Contract, Orano
under the Orano Supply Agreement and other suppliers (including transporters) who provide
us the goods and services we need to conduct our business; |
| · | risks
related to natural and other disasters, including 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; |
| · | risks
related to financial difficulties experienced by customers or suppliers, including possible
bankruptcies, insolvencies, or any other situation, event or occurrence that affect the ability
of others to pay for our products or services in a timely manner or at all; |
| · | risks
related to pandemics, endemics, and other health crises; |
| · | risks
related to the impact and potential extended duration of a supply/demand imbalance in the
market for LEU; |
| · | risks
related to our ability to sell or deliver the LEU we procure pursuant to our purchase obligations
under our supply agreements and the impacts of sanctions or limitations on imports of such
LEU, including those imposed under the RSA, international trade legislation and other international
trade restrictions; |
| · | risks
related to existing or new trade barriers and to contract terms that limit our ability to
procure LEU for, or deliver LEU to customers; |
| · | risks
related to pricing trends and demand in the uranium and enrichment markets and their impact
on our profitability; |
| · | risks
related to the movement and timing of customer orders; |
| · | risks
related to our reliance on third-party suppliers and service providers to provide essential
products and services to us; |
| · | risks
related to the fact that we face significant competition from major producers who may be
less cost sensitive or are wholly or partially government owned; |
| · | risks
that our ability to compete in foreign markets may be limited for various reasons; |
| · | risks
related to the fact that our revenue is largely dependent on our largest customers; and |
| · | risks
related to our sales Order Book, including uncertainty concerning customer actions under
current contracts and in future contracting due to market conditions, global events or other
factors including our lack of current production capability. |
Risks related to operational factors primarily include:
| · | risks
related to uncertainty regarding our ability to commercially deploy competitive enrichment
technology; |
| · | risks
related to the potential for demobilization or termination of our American Centrifuge work; |
| · | risks
that we will not be able to timely complete the work that we are obligated to perform; and |
| · | risks
related to our ability to perform fixed-price and cost-share contracts such as the HALEU
Operation Contract, including the risk that costs that we must bear could be higher than
expected. |
Risks related to financial factors primarily include:
| · | risks
related to our significant long-term liabilities, including material unfunded defined benefit
pension plan obligations and postretirement health and life benefit obligations; |
| · | risks
related to our 8.25% Notes maturing in February 2027; |
| · | risks
of revenue and operating results fluctuating significantly from quarter to quarter, and in
some cases, year to year; |
| · | risks
related to the impact of financial market conditions on our business, liquidity, prospects,
pension assets and insurance facilities; |
| · | risks
related to the Company’s capital concentration; |
| · | risks
related to the value of our intangible assets related to the Order Book and customer relationships; |
| · | risks
related to the limited trading markets in our securities; |
| · | risks
related to decisions made by our Class B stockholders regarding their investment in
the Company based upon factors that are unrelated to the Company’s performance; |
| · | risks
that a small number of holders of our Class A Common Stock (whose interests may not
be aligned with other holders of our Class A Common Stock), may exert significant influence
over the direction of the Company and may be motivated by interests that are not aligned
with the Company’s other Class A stockholders; |
| · | risks
related to (i) the use of our NOL carryforwards and NUBILs to offset future taxable
income and the use of the Rights Agreement (as defined herein) to prevent an “ownership
change” as defined in Section 382 of the IRC and (ii) our ability to generate
taxable income to utilize all or a portion of the NOLs prior to the expiration thereof and
NUBILs; and |
| · | failures
or security breaches of our information technology systems. |
Risks related to general factors primarily include:
| · | risks
related to our ability to attract and retain key personnel; |
| · | risks
related to actions, including reviews, that may be taken by the U.S. government, the Russian
government, or other governments that could affect our ability to perform under our contractual
obligations or the ability of our sources of supply to perform under their contractual obligations
to us; |
| · | risks
related to our ability to perform and receive timely payment under our agreements with the
Department of Energy (“DOE”) or other government agencies, including risks and
uncertainties related to the ongoing funding by the government and potential audits; |
| · | risks
related to changes or termination of our agreements with the U.S. government or other counterparties,
or the exercise of contract remedies by such counterparties; |
| · | risks
related to the competitive environment for our products and services; |
| · | risks
related to changes in the nuclear energy industry; |
| · | risks
related to the competitive bidding process associated with obtaining contracts, including
government contracts; |
| · | risks
that we will be unable to obtain new business opportunities or achieve market acceptance
of our products and services or that products or services provided by others will render
our products or services obsolete or noncompetitive; and |
| · | risks
related to potential strategic transactions that could be difficult to implement, disrupt
our business or change our business profile significantly. |
Risks related to legal and compliance factors primarily
include:
| · | risks
related to the outcome of legal proceedings and other contingencies (including lawsuits and
government investigations or audits); |
| · | risks
related to the impact of government regulation and policies, including by the DOE and the
U.S. NRC; |
| · | risks
of accidents during the transportation, handling, or processing of toxic hazardous or radioactive
material that may pose a health risk to humans or animals, cause property or environmental
damage, or result in precautionary evacuations, and lead to claims against the Company; |
| · | risks
associated with claims and litigation arising from past activities at sites we currently
operate or past activities at sites that we no longer operate, including the Paducah, Kentucky
and Portsmouth, Ohio GDPs; and |
| · | other
risks and uncertainties discussed in this and our other filings with the SEC. |
For a more detailed discussion
of these risks and uncertainties and others that could cause actual results to differ materially from those contained in our forward-looking
statements, please see our Annual Report on Form 10-K for the year ended December 31, 2022. Readers are cautioned not to place
undue reliance on these forward-looking statements, which apply only as of the date of this prospectus. These factors may not constitute
all factors that could cause actual results to differ from those discussed in any forward-looking statement. Accordingly, forward-looking
statements should not be relied upon as a predictor of actual results. Readers are urged to carefully review and consider the various
disclosures made in this prospectus and in our other filings with the SEC that attempt to advise interested parties of the risks and
factors that may affect our business. We do not undertake to update our forward-looking statements to reflect events or circumstances
that may arise after the date of this prospectus, except as required by law.
Centrus
Energy Corp.
Centrus Energy Corp., a Delaware
corporation (“Centrus” or the “Company”), is a trusted supplier of nuclear fuel and services for the nuclear
power industry. References to “Centrus”, the “Company”, “our”, or “we” include Centrus
Energy Corp. and its wholly owned subsidiaries as well as the predecessor to Centrus, unless the context otherwise indicates.
Centrus operates two business
segments: (a) low-enriched uranium (“LEU”), which supplies various components of nuclear fuel to commercial customers
from our global network of suppliers, and (b) Technical Solutions, which provides advanced engineering, design, and manufacturing
services to government and private sector customers and is deploying uranium enrichment and other capabilities necessary for production
of advanced nuclear fuel to power existing and next-generation reactors around the world.
Our LEU segment provides
most of the Company’s revenue and involves the sale of enriched uranium, the fissile component of nuclear fuel to customers, which
are primarily utilities that operate commercial nuclear power plants. The majority of these sales are for the enrichment component of
LEU, which is measured in separative work units (“SWU”). Centrus also sells natural uranium (the raw material needed to produce
LEU) and occasionally sells LEU with the natural uranium, uranium conversion, and SWU components combined into one sale.
LEU is a critical component
in the production of nuclear fuel for reactors that produce electricity. We supply LEU and its components to both domestic and international
utilities for use in nuclear reactors worldwide. We provide LEU from multiple sources, including our inventory, medium and long-term
supply contracts, and spot purchases. As a long-term supplier of LEU to our customers, our objective is to provide value through the
reliability and diversity of our supply sources.
Our Technical Solutions segment
is dedicated to the restoration of America’s domestic uranium enrichment capability to play a critical role in meeting U.S. national
security and energy security requirements and advancing America’s nonproliferation, energy, and climate objectives. Our Technical
Solutions segment also is focused on repairing broken and vulnerable supply chains, providing clean energy jobs, and supporting the communities
in which we operate. Our goal is to deliver major components of the next-generation nuclear fuels that will power the future of nuclear
energy as it provides reliable carbon-free power around the world.
At present, there are a number
of advanced reactors under development that would use high assay low-enriched uranium (“HALEU”) fuel. Under the HALEU Operation
Contract, Centrus is completing construction a cascade of sixteen AC100M centrifuges in Piketon, Ohio, for the DOE to demonstrate HALEU
production. Centrus expects to begin production of a small quantity of HALEU by the end of 2023 after receiving approval from the U.S.
Nuclear Regulatory Commission (“NRC”). The Company’s goal is to complete the demonstration and scale up production
of HALEU, to meet the needs of new and existing reactors to support energy security as well as national security and other U.S. government
requirements for enriched uranium.
We believe our investments
in our enrichment technology and the HALEU demonstration will position the Company to meet the needs of government and commercial customers
in the future as they deploy advanced reactors and next generation fuels, and also offers potential cost synergies for a return to LEU
production.
Our principal executive office
is located at 6901 Rockledge Drive, Suite 800, Bethesda, Maryland 20817, and our telephone number is (301) 564-3200. Our website
is www.centrusenergy.com. However, the information located on, or accessible from, our website is not, and should not be deemed to be,
part of this prospectus, any accompanying prospectus supplement or any free writing prospectus or incorporated into any other filing
that we submit to the SEC.
Risk
Factors
Investing in our securities
involves a high degree of risk. Before making an investment decision, you should carefully consider any risk factors set forth in the
applicable prospectus supplement and the documents incorporated by reference in this prospectus, including the factors discussed under
the heading “Risk Factors” in our most recent Annual Report on Form 10-K and each subsequently filed Quarterly Report
on Form 10-Q and any risk factors set forth in our other filings with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the Securities Exchange. See “Where You Can Find More Information” and “Information We Incorporate By Reference.”
Each of the risks described in these documents could materially and adversely affect our business, financial condition, results of operations
and prospects, and could result in a partial or complete loss of your investment. Additional risks and uncertainties not presently known
to us, or that we currently deem immaterial, may also adversely affect our business. In addition, past financial performance may not
be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.
Use
Of Proceeds
We will retain broad discretion
over the use of the net proceeds from the sale of the securities offered hereby. Unless otherwise specified in any prospectus supplement,
we currently intend to use the net proceeds from the sale of our securities offered under this prospectus for working capital and general
corporate purposes including, but not limited to, capital expenditures, working capital, repayment of indebtedness, potential acquisitions
and other business opportunities. Pending any specific application, we may initially invest funds in short-term marketable securities
or apply them to the reduction of indebtedness.
Description
Of Capital Stock
The authorized capital stock
of Centrus Energy Corp. consists of (a) 100,000,000 shares of common stock, par value $0.10 per share, of which 70,000,000 shares
are classified as Class A Common Stock, and 30,000,000 shares are classified as Class B Common Stock, and (b) 20,000,000
shares of preferred stock, par value $1.00 per share, of which 2,000,000 shares have been designated Series A Participating Cumulative
Preferred Stock, and 0 shares of which have been designated Series B Senior Preferred Stock. The Class A Common Stock is registered
pursuant to Section 12 of the Securities Exchange Act of 1934, as amended, and trades on the NYSE American platform under the symbol
“LEU.”
The following description
of the terms of our securities is not complete and is qualified in its entirety by reference to the Company’s Amended and Restated
Certificate of Incorporation (the “Certificate of Incorporation”), the Company’s Third Amended and Restated Bylaws
(the “Bylaws”), and the Rights Agreement (as defined below), all of which are exhibits to our Annual Report on Form 10-K.
Class A Common Stock
The holders of Class A
Common Stock are entitled to one vote for each outstanding share of Class A Common Stock owned by that stockholder on every matter
properly submitted to the stockholders for their vote, except for any amendment for the Certificate of Incorporation that relates solely
to the terms of one or more outstanding series of Preferred Stock or Class B Common Stock. Generally, all matters to be voted on
by stockholders, other than the election of directors, must be approved by a majority in voting power of the stock represented and entitled
to vote. However, questions governed expressly by provisions of the Certificate of Incorporation, bylaws, applicable stock exchange rules or
applicable law require approval as set forth in the applicable governing document, stock exchange rule or law. The holders of Class B
Common Stock currently are entitled to elect up to one director, which right is subject to change based on certain holding requirements.
Otherwise, the directors are elected by a plurality of votes cast on the election of directors.
Subject to the rights of
the holders of any series of Preferred Stock outstanding at any time, the holders of Class A Common Stock and Class B Common
Stock will be entitled share ratably, based upon the number of shares held, in such dividends and other distributions of cash or any
other right or property as may be declared by the Board of Directors out of the assets or funds legally available for such dividends
or distributions, with sharing equally in such dividends or distributions. The Company is not permitted to pay dividends on the Common
Stock while any shares of Series B Preferred Stock are outstanding.
In the event of any voluntary
or involuntary liquidation, dissolution or winding up of the Company’s affairs, holders of Class A Common Stock and Class B
Common Stock would be entitled to share ratably, based upon the number of shares held, in assets that are legally available for distribution
to stockholders after payment of liabilities. If there is any preferred stock outstanding at such time, holders of the preferred stock
may be entitled to distribution and/or liquidation preferences. The Company currently has zero shares of Series B Preferred Stock
outstanding.
The Certificate of Incorporation
does not provide for any conversion, sinking fund, redemption, preference, preemptive right, or right of subscription for the Class A
Common Stock. Issued and outstanding shares of Class B Common Stock convert into shares of Class A Common Stock upon transfer
to a party other than the current Class B stockholders and their respective affiliates.
Provisions of the Company’s Certificate of Incorporation,
Bylaws and Delaware Law that May Have an Anti-Takeover Effect
Certificate of Incorporation
and Bylaws. The Certificate of Incorporation and Bylaws provide that a special meeting of stockholders may be called
only by the Chairman, the President, the Board of Directors or a committee empowered by the Board of Directors to call a special meeting.
Stockholders are not permitted to call, or to require that the Board of Directors call, a special meeting of stockholders.
In the event that levels
of foreign ownership of the Company’s stock established by the Certificate of Incorporation are exceeded, the Board of Directors
has the right to take certain actions with respect to such ownership. These actions include requesting information from holders (or proposed
holders) of the Company’s securities, refusing to permit the transfer of securities by such holders, suspending or limiting voting
rights of such holders, redeeming or exchanging shares of the Company’s stock owned by such holders on terms set forth in the Certificate
of Incorporation, and taking other actions that deemed necessary or appropriate to ensure compliance with the foreign ownership restrictions.
Delaware Takeover Statute. The
Company is subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which, subject to certain exceptions,
prohibits a Delaware corporation from engaging in any “business combination” (as defined below) with any “interested
stockholder” (as defined below) for a period of three years following the date that such stockholder became an interested stockholder,
unless: (i) prior to such date, the Board of Directors of the corporation approved either the business combination or the transaction
that resulted in the stockholder becoming an interested stockholder; (ii) on consummation of the transaction that resulted in the
stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation
outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares
owned (x) by persons who are directors and also officers and (y) by employee stock plans in which employee participants do
not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer;
or (iii) on or subsequent to such date, the business combination is approved by the Board of Directors and authorized at an annual
or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting
stock that is not owned by the interested stockholder.
Section 203 of the DGCL
defines “business combination” to include: (i) any merger or consolidation involving the corporation and the interested
stockholder; (ii) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the
interested stockholder; (iii) subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation
of any stock of the corporation to the interested stockholder; (iv) any transaction involving the corporation that has the effect
of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned by the interested stockholder;
or (v) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financial benefits
provided by or through the corporation. In general, Section 203 of the DGCL defines an “interested stockholder” as any
entity or person beneficially owning 15% or more of the outstanding voting stock of the corporation and any entity or person affiliated
with or controlling or controlled by such entity or person.
Rights to Acquire Series A Participating Cumulative Preferred
Stock
Centrus has adopted a Section 382
stockholders rights plan and declared a dividend distribution of one right for each outstanding share of our common stock to stockholders
of record on April 6, 2016. Each right entitles its holder, under the circumstances described below, to purchase from us one one-thousandth
of a share of our Series A Participating Cumulative Preferred Stock, par value $1.00 per share, at an exercise price of $18.00 per
right, subject to adjustment. The terms of the rights are set forth in a Section 382 Rights Agreement between us, Computershare, Inc.
and Computershare Trust Company, N.A., as amended (the “Rights Agreement”).
The rights plan is intended
to act as a deterrent to any person or group, together with its affiliates and associates, being or becoming the beneficial owner of
4.99% or more of common stock, with certain exceptions. The rights initially trade together with the common stock and are not exercisable.
In the absence of further action by the Board, the rights would generally become exercisable and allow a holder to acquire shares of
a new series of the Company’s preferred stock if any person or group acquires 4.99% or more of the outstanding shares of the Company’s
common stock, or if a person or group that already owns 4.99% or more of the Company’s Class A Common Stock acquires additional
shares representing 0.5% or more of the outstanding shares of the Company’s Class A Common Stock. The rights beneficially
owned by the acquirer would become null and void, resulting in significant dilution in the ownership interest of such acquirer.
The Board may exempt any
acquisition of the Company’s common stock from the provisions of the Rights Agreement if it determines that doing so would not
jeopardize or endanger the Company’s use of its tax assets or is otherwise in the best interests of the Company. The Board also
has the ability to amend or terminate the Rights Agreement prior to a triggering event. Unless earlier terminated or extended in accordance
with the Rights Agreement, the rights issued under the Rights Agreement expire on June 30, 2026.
Description
Of Debt Securities
The following description,
together with the additional information we include in any applicable prospectus supplement, summarizes certain general terms and provisions
of the debt securities that we may offer in one or more series under this prospectus. When we offer to sell a particular series of debt
securities, we will describe the specific terms of the series in a supplement to this prospectus. We will also indicate in the supplement
to what extent the general terms and provisions described in this prospectus apply to a particular series of debt securities.
We may issue debt securities
either separately, or together with, or upon the conversion or exercise of or in exchange for, other securities described in this prospectus.
Debt securities may be our senior, senior subordinated or subordinated obligations and, unless otherwise specified in a supplement to
this prospectus, the debt securities will be our direct, unsecured obligations.
We will issue the debt securities
under the indenture that we will enter into with a national banking association or other eligible party, as trustee. The indenture will
be qualified under the Trust Indenture Act of 1939, as amended, or the Trust Indenture Act. We have filed the form of indenture as an
exhibit to the registration statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing
the terms of the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a
part or will be incorporated by reference from reports that we file with the SEC.
The following summary of
material provisions of the debt securities and the indenture is subject to, and qualified in its entirety by reference to, all of the
provisions of the indenture applicable to a particular series of debt securities. The summary is not complete. The form of the indenture
has been filed as an exhibit to the registration statement and you should read the indenture for provisions that may be important to
you. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related to the debt securities
that we may offer under this prospectus, as well as the complete indenture that contains the terms of the debt securities.
General
We can issue an unlimited
amount of debt securities under the indenture that may be in one or more series with the same or various maturities, at par, at a premium,
or at a discount. The terms of each series of debt securities will be established by or pursuant to a resolution of our board of directors
and set forth in an officer’s certificate or a supplemental indenture. The particular terms of each series of debt securities will
be described in a prospectus supplement relating to such series (including any pricing supplement or term sheet), including the following
terms, if applicable:
| · | the
title and ranking of the debt securities (including the terms of any subordination provisions); |
| · | the
price or prices (expressed as a percentage of the principal amount) at which we will sell
the debt securities; |
| · | the
aggregate principal amount of the debt securities being offered and any limit on the aggregate
principal amount of such series of debt securities; |
| · | whether
any of our direct or indirect subsidiaries will guarantee the debt securities, including
the terms of subordination, if any, of such guarantees; |
| · | the
date or dates on which the principal of the securities of the series is payable; |
| · | the
interest rate, if any, and the method for calculating the interest rate; |
| · | the
dates from which interest will accrue, the interest payment dates and the record dates for
the interest payments; |
| · | the
place or places where principal of, and any interest on, the debt securities will be payable
(and the method of such payment), where the securities of such series may be surrendered
for registration of transfer or exchange, and where notices and demands to us in respect
of the debt securities may be delivered; |
| · | any
mandatory or optional redemption terms; |
| · | any
obligation we have to redeem or purchase the debt securities pursuant to any sinking fund
or analogous provisions or at the option of a holder of debt securities and the period or
periods within which, the price or prices at which and the terms and conditions upon which
securities of the series shall be redeemed or purchased, in whole or in part, pursuant to
such obligation; |
| · | any
dates, if any, on which and the price or prices at which we will repurchase debt securities
at the option of the holders of debt securities and other detailed terms and provisions of
such repurchase obligations; |
| · | the
denominations in which the debt securities will be issued; |
| · | whether
the debt securities will be issued in the form of certificated debt securities or global
debt securities; |
| · | the
currency of denomination of the debt securities, which may be U.S. dollars or any foreign
currency, and if such currency of denomination is a composite currency, the agency or organization,
if any, responsible for overseeing such composite currency; |
| · | the
designation of the currency, currencies or currency units in which payment of the principal
of, and any interest on, the debt securities will be made; |
| · | if
payments of principal of, any interest on, the debt securities will be made in one or more
currencies or currency units other than that or those in which the debt securities are denominated,
the manner in which the exchange rate with respect to such payments will be determined; |
| · | the
manner in which the amounts of payment of principal of, or any interest on, the debt securities
will be determined, if these amounts may be determined by reference to an index based on
a currency or currencies or by reference to a commodity, commodity index, stock exchange
index or financial index; |
| · | any
provisions relating to any security provided for the debt securities; |
| · | any
addition to, deletion of or change in the events of default described in this prospectus
or in the indenture with respect to the debt securities and any change in the acceleration
provisions described in this prospectus or in the indenture with respect to the debt securities; |
| · | any
addition to, deletion of or change in the covenants described in this prospectus or in the
indenture with respect to the debt securities; |
| · | any
depositaries, interest rate calculation agents, exchange rate calculation agents or other
agents appointed with respect to the debt securities; |
| · | the
provisions, if any, relating to conversion or exchange of any series of debt securities,
including if applicable, the conversion or exchange price and period, the securities or other
property into which the debt securities will be convertible, provisions as to whether conversion
or exchange will be mandatory, at the option of the holders thereof or at our option, the
events requiring an adjustment of the conversion price or exchange price and provisions affecting
conversion or exchange if such series of debt securities are redeemed; and |
| · | any
other terms of the series of debt securities that may supplement, modify or delete any provision
of the indenture as it applies to that series, including any terms that may be required under
applicable law or regulations or advisable in connection with the marketing of the debt securities. |
We may issue debt securities
that provide for an amount less than their stated principal amount to be due and payable upon maturity or a declaration of acceleration
of their maturity following an event of default pursuant to the terms of the indenture. We will provide you with information on the federal
income tax considerations and other special considerations applicable to any of these debt securities in the applicable prospectus supplement.
If we denominate the purchase
price of any of the debt securities in a foreign currency or currencies or a foreign currency unit or units, or if the principal of and
any premium and interest on any series of debt securities is payable in a foreign currency or currencies or a foreign currency unit or
units, we will provide you with information on the restrictions, elections, general tax considerations, specific terms and other information
with respect to that issue of debt securities and such foreign currency or currencies or foreign currency unit or units in the applicable
prospectus supplement.
Transfer and Exchange
Each debt security will be
represented by either one or more global securities registered in the name of The Depository Trust Company, or the depositary, or a nominee
of the depositary (we will refer to any such debt security as a “global debt security”), or a certificate issued in definitive
registered form (we will refer to any debt security represented by a certificate as a “certificated debt security”) as set
forth in the applicable prospectus supplement. Except as set forth below, global debt securities will not be issuable in certificated
form.
Certificated Debt Securities
You may transfer or exchange
certificated debt securities at any office we maintain for this purpose in accordance with the terms of the indenture. No service charge
will be made for any transfer or exchange of certificated debt securities, but we may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection with a transfer or exchange.
You may effect the transfer
of certificated debt securities and the right to receive the principal of, premium and interest on certificated debt securities only
by surrendering the certificate representing those certificated debt securities and either reissuance by us or the trustee of the certificate
to the new holder or the issuance by us or the trustee of a new certificate to the new holder.
Global Debt Securities and Book-Entry System
Each global debt security
will be deposited with, or on behalf of, the depositary, and registered in the name of the depositary or a nominee of the depositary.
Beneficial interests in global debt securities will not be issuable in certificated form unless (i) the depositary has notified
us that it is unwilling or unable to continue as depositary for such global debt security or has ceased to be qualified to act as such
as required by the indenture and we fail to appoint a successor depositary within 90 days of such event, (ii) we determine, in our
sole discretion, not to have such securities represented by one or more global securities or (iii) any other circumstances shall
exist, in addition to or in lieu of those described above, as may be described in the applicable prospectus supplement. Unless and until
a global debt security is exchanged for certificated debt securities under the limited circumstances described in the previous sentence,
a global debt security may not be transferred except as a whole by the depositary to its nominee or by the nominee to the depositary,
or by the depositary or its nominee to a successor depositary or to a nominee of the successor depositary.
Covenants
We will set forth in the
applicable prospectus supplement any restrictive covenants applicable to any issue of debt securities.
No Protection In the Event of a Change of Control
Unless we state otherwise
in the applicable prospectus supplement, the debt securities will not contain any provisions which may afford holders of the debt securities
protection in the event we have a change in control or in the event of a highly leveraged transaction (whether or not such transaction
results in a change in control) which could adversely affect holders of debt securities.
Consolidation, Merger and Sale of Assets
Centrus may not consolidate
with or merge with or into, or convey, transfer or lease all or substantially all of its assets to any person (a “successor person”)
unless:
| · | Centrus
is the surviving corporation or the successor person (if other than Centrus) is a corporation
organized and validly existing under the laws of any U.S. domestic jurisdiction and expressly
assumes Centrus’s obligations on the debt securities and under the indenture; and |
| · | immediately
after giving effect to the transaction, no default or event of default, shall have occurred
and be continuing. |
Notwithstanding the above,
any of Centrus’s subsidiaries may consolidate with, merge into or transfer all or part of its properties to Centrus.
Events of Default
“Event of Default”
means with respect to any series of debt securities, any of the following:
| · | default
in the payment of any interest upon any debt security of that series when it becomes due
and payable, and continuance of such default for a period of 30 days (unless the entire amount
of the payment is deposited by us with the trustee or with a paying agent prior to the expiration
of the 30-day period); |
| · | default
in the payment of principal of any security of that series at its maturity; |
| · | default
in the performance or breach of any covenant by us in the indenture (other than defaults
described above or defaults relating to a covenant that has been included in the indenture
solely for the benefit of a series of debt securities other than that series), which default
continues uncured for a period of 60 days after we receive written notice from the trustee,
or we and the trustee receive written notice from the holders of not less than 25% in principal
amount of the outstanding debt securities of that series as provided in the indenture; |
| · | certain
voluntary or involuntary events of bankruptcy, insolvency or reorganization of Centrus; and |
| · | any
other event of default provided with respect to a series of debt securities, including any
events of default relating to guarantors, if any, or subsidiaries that is described in the
applicable prospectus supplement. |
No event of default with
respect to a particular series of debt securities (except as to certain events of bankruptcy, insolvency or reorganization) necessarily
constitutes an event of default with respect to any other series of debt securities. The occurrence of certain events of default or an
acceleration under the indenture may constitute an event of default under certain indebtedness of ours or our subsidiaries outstanding
from time to time.
If an event of default with
respect to any series of debt securities at the time outstanding occurs and is continuing (other than an event of default resulting from
certain events of bankruptcy, insolvency or reorganization), then the trustee or the holders of not less than 25% in principal amount
of the outstanding debt securities of that series may, by a notice in writing to us (and to the trustee if given by the holders), declare
to be due and payable immediately the principal of (or, if the debt securities of that series are discount securities, that portion of
the principal amount as may be specified in the terms of that series) and accrued and unpaid interest, if any, on all debt securities
of that series. In the case of an event of default resulting from certain events of bankruptcy, insolvency or reorganization, the principal
amount (or such specified amount) of and accrued and unpaid interest, if any, on all outstanding debt securities will become and be immediately
due and payable without any declaration or other act on the part of the trustee or any holder of outstanding debt securities. At any
time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree
for payment of the money due has been obtained by the trustee, the holders of a majority in principal amount of the outstanding debt
securities of that series, by written notice to us and the trustee, may rescind and annul such declaration of acceleration and its consequences
if all events of default, other than the non-payment of accelerated principal and interest, if any, with respect to debt securities of
that series, have been cured or waived as provided in the indenture. We refer you to the prospectus supplement relating to any series
of debt securities that are discount securities for the particular provisions relating to acceleration of a portion of the principal
amount of such discount securities upon the occurrence of an event of default.
The indenture provides that
the trustee will be under no obligation to perform any duty or exercise any of its rights or powers under the indenture unless the trustee
receives indemnity satisfactory to it against any cost, liability or expense which might be incurred by it in performing such duty or
exercising such right of power. Subject to certain rights of the trustee, the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available
to the trustee or exercising any trust or power conferred on the trustee with respect to the debt securities of that series.
No holder of any debt security
of any series will have any right to institute any proceeding, judicial or otherwise, with respect to the indenture or for the appointment
of a receiver or trustee, or for any remedy under the indenture, unless:
that holder has previously given to the trustee
written notice of a continuing event of default with respect to debt securities of that series;
| · | the
holders of not less than 25% in principal amount of the outstanding debt securities of that
series have made written request to the trustee to institute the proceedings in respect of
such event of default in its own name as trustee under the indenture; |
| · | such
holder or holders have offered to the trustee indemnity or security satisfactory to the trustee
against the costs, expenses and liabilities which might be incurred by the trustee in compliance
with such request; |
| · | the
trustee has failed to institute any such proceeding for 60 days after its receipt of such
notice, request and offer of indemnity; and |
| · | no
direction inconsistent with such written request has been given to the trustee during such
60-day period by holders of a majority in principal amount of the outstanding debt securities
of that series. |
Notwithstanding any other
provision in the indenture, the holder of any debt security will have an absolute and unconditional right to receive payment of the principal
of, and any interest on, that debt security on or after the due dates expressed in that debt security (or, in the case of redemption,
on the redemption date) and to institute suit for the enforcement of any such payment and such rights shall not be impaired without the
consent of such holder.
The indenture requires us,
within 120 days after the end of our fiscal year, to furnish to the trustee a statement as to compliance with the indenture from our
principal executive officer, principal financial officer or principal accounting officer. If a default or event of default occurs and
is continuing with respect to the debt securities of any series and if it is actually known to a responsible officer of the trustee,
the trustee shall mail to each holder of the debt securities of that series notice of a default or event of default within 60 days after
it occurs or, if later, after a responsible officer of the trustee has knowledge of such default or event of default. The indenture provides
that the trustee may withhold notice to the holders of debt securities of any series of any default or event of default (except in payment
on any debt securities of that series) with respect to debt securities of that series if the trustee determines in good faith that withholding
notice is in the interest of the holders of those debt securities.
Modification and Waiver
We and the trustee may modify
and amend or supplement the indenture or the debt securities of one or more series without the consent of any holder of any debt security:
| · | to
add guarantees with respect to debt securities of a series or secure debt securities of a
series; |
| · | to
surrender any of our rights or powers under the indenture; |
| · | to
add covenants or events of default for the benefit of the holders of any series of debt securities; |
| · | to
comply with the applicable procedures of the applicable depositary; |
| · | to
cure any ambiguity, defect or inconsistency; |
| · | to
comply with covenants in the indenture described above under the heading “Consolidation,
Merger and Sale of Assets”; |
| · | to
provide for uncertificated securities in addition to or in place of certificated securities; |
| · | to
make any change that does not materially adversely affect the rights of any holder of debt
securities; |
| · | to
provide for the issuance of and establish the form and terms and conditions of debt securities
of any series as permitted by the indenture; |
| · | to
effect the appointment of a successor trustee with respect to the debt securities of any
series and to add to or change any of the provisions of the indenture to provide for or facilitate
administration by more than one trustee; |
| · | to
comply with requirements of the SEC in order to effect or maintain the qualification of the
indenture under the Trust Indenture Act; and |
| · | for
certain other reasons set forth in any prospectus supplement. |
We may also modify and amend
the indenture with the consent of the holders of at least a majority in principal amount of the outstanding debt securities of each series
affected by the modifications or amendments. We may not make any modification or amendment without the consent of the holders of each
affected debt security then-outstanding if that amendment will:
| · | reduce
the principal amount of debt securities whose holders must consent to an amendment, supplement
or waiver; |
| · | reduce
the rate of or extend the time for payment of interest (including default interest) on any
debt security; |
| · | reduce
the principal of, or change the fixed maturity of, any debt security or reduce the amount
of, or postpone the date fixed for, the payment of any sinking fund or analogous obligation
with respect to any series of debt securities; |
| · | reduce
the principal amount of discount securities payable upon acceleration of maturity; |
| · | waive
a default in the payment of the principal of, or interest, if any, on any debt security (except
a rescission of acceleration of the debt securities of any series by the holders of at least
a majority in principal amount of the then-outstanding debt securities of that series and
a waiver of the payment default that resulted from such acceleration); |
| · | make
the principal of, or any interest on, any debt security payable in currency other than that
stated in the debt security; |
| · | make
any change to certain provisions of the indenture relating to, among other things, the right
of holders of debt securities to receive payment of the principal of, and any interest on,
those debt securities and to institute suit for the enforcement of any such payment; |
| · | make
any change to certain provisions of the indenture relating to waivers or amendments; or |
| · | waive
a redemption payment with respect to any debt security, provided that such redemption is
made at our option. |
Except for certain specified
provisions, the holders of at least a majority in principal amount of the outstanding debt securities of any series may, on behalf of
the holders of all debt securities of that series, by written notice to the trustee, waive our compliance with provisions of the indenture
or the debt securities with respect to such series. The holders of a majority in principal amount of the outstanding debt securities
of any series may, on behalf of the holders of all the debt securities of such series, waive any past default under the indenture with
respect to that series and its consequences, except a default in the payment of the principal of, or any interest on, any debt security
of that series; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series
may rescind an acceleration and its consequences, including any related payment default that resulted from the acceleration.
Defeasance of Debt Securities and Certain Covenants in Certain
Circumstances
Legal Defeasance
The indenture provides that,
unless otherwise provided by the terms of the applicable series of debt securities, we may be discharged from any and all obligations
in respect of the debt securities of any series (subject to certain exceptions). We will be so discharged upon the deposit with the trustee,
in trust, of money and/or U.S. government obligations or, in the case of debt securities denominated in a single currency other than
U.S. dollars, government obligations of the government that issued or caused to be issued such currency, that, through the payment of
interest and principal in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized
firm of independent public accountants or investment bank to pay and discharge each installment of principal and interest, if any, on
and any mandatory sinking fund payments in respect of the debt securities of that series on the stated maturity of those payments in
accordance with the terms of the indenture and those debt securities.
This discharge may occur
only if, among other things, we have delivered to the trustee an opinion of counsel stating that we have received from, or there has
been published by, the United States Internal Revenue Service a ruling or, since the date of execution of the indenture, there has been
a change in the applicable United States federal income tax law, in either case to the effect that, and based thereon such opinion shall
confirm that, the holders of the debt securities of that series will not recognize income, gain or loss for United States federal income
tax purposes as a result of the deposit, defeasance and discharge and will be subject to United States federal income tax on the same
amounts and in the same manner and at the same times as would have been the case if the deposit, defeasance and discharge had not occurred.
Defeasance of Certain Covenants
The indenture provides that,
unless otherwise provided by the terms of the applicable series of debt securities, upon compliance with certain conditions:
| · | we
may omit to comply with the covenant described under the heading “Consolidation, Merger
and Sale of Assets” and certain other covenants set forth in the indenture, as well
as any additional covenants which may be set forth in the applicable prospectus supplement;
and |
| · | any
omission to comply with those covenants will not constitute a default or an event of default
with respect to the debt securities of that series (“covenant defeasance”). |
The conditions include:
| · | depositing
with the trustee money and/or U.S. government obligations or, in the case of debt securities
denominated in a single currency other than U.S. dollars, government obligations of the government
that issued or caused to be issued such currency, that, through the payment of interest and
principal in |
| · | accordance
with their terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants or investment bank to pay and discharge
each installment of principal of, and interest, if any, on and any mandatory sinking fund
payments in respect of the debt securities of that series on the stated maturity of those
payments in accordance with the terms of the indenture and those debt securities; and |
| · | delivering
to the trustee an opinion of counsel to the effect that the holders of the debt securities
of that series will not recognize income, gain or loss for United States federal income tax
purposes as a result of the deposit and related covenant defeasance and will be subject to
United States federal income tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit and related covenant defeasance had not
occurred. |
Governing Law
The indenture and the debt
securities, including any claim or controversy arising out of or relating to the indenture or the securities, will be governed by the
laws of the State of New York (without regard to the conflicts of laws provisions thereof other than Section 5-1401 of the General
Obligations Law).
Description
Of Warrants
General
The following description,
together with the additional information we include in any applicable prospectus supplement, summarizes the material terms and provisions
of the warrants that we may offer under this prospectus, which consist of warrants to purchase shares of common stock, preferred stock
and/or debt securities in one or more series. Warrants may be offered independently or together with shares of common stock, preferred
stock and/or debt securities offered by any prospectus supplement and may be attached to or separate from those securities.
While the terms we have summarized
below will generally apply to any future warrants we may offer under this prospectus, we will describe the particular terms of any warrants
that we may offer in more detail in the applicable prospectus supplement. The specific terms of any warrants may differ from the description
provided below as a result of negotiations with third parties in connection with the issuance of those warrants, as well as for other
reasons. Because the terms of any warrants we offer under a prospectus supplement may differ from the terms we describe below, you should
rely solely on information in the applicable prospectus supplement if that summary is different from the summary in this prospectus.
We will issue the warrants
under a warrant agreement, which we will enter into with a warrant agent to be selected by us. We use the term “warrant agreement”
to refer to any of these warrant agreements. We use the term “warrant agent” to refer to the warrant agent under any of these
warrant agreements. The warrant agent will act solely as an agent of ours in connection with the warrants and will not act as an agent
for the holders or beneficial owners of the warrants.
We will incorporate by reference
into the registration statement of which this prospectus is a part the form of warrant agreement, including a form of warrant certificate,
that describes the terms of the series of warrants we are offering before the issuance of the related series of warrants. The following
summaries of material provisions of the warrants and the warrant agreements are subject to, and qualified in their entirety by reference
to, all the provisions of the warrant agreement applicable to a particular series of warrants. We urge you to read any applicable prospectus
supplement related to the warrants that we sell under this prospectus, as well as the complete warrant agreement that contain the terms
of the warrants and defines your rights as a warrant holder.
We will describe in the applicable
prospectus supplement the terms relating to a series of warrants. If warrants for the purchase of debt securities are offered, the prospectus
supplement will describe the following terms, to the extent applicable:
| · | the
offering price and the aggregate number of warrants offered; |
| · | the
currencies in which the warrants are being offered; |
| · | the
designation, aggregate principal amount, currencies, denominations and terms of the series
of debt securities that can be purchased if a holder exercises a warrant; |
| · | the
designation and terms of any series of debt securities with which the warrants are being
offered and the number of warrants offered with each such debt security; |
| · | the
date on and after which the holder of the warrants can transfer them separately from the
related series of debt securities; |
| · | the
terms of any rights to redeem or call the warrants; |
| · | the
date on which the right to exercise the warrants begins and the date on which that right
expires; |
| · | federal
income tax consequences of holding or exercising the warrants; and |
| · | any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants for the purchase
of debt securities will be in registered form only.
If warrants for the purchase
of shares of common stock or preferred stock are offered, the prospectus supplement will describe the following terms, to the extent
applicable:
| · | the
offering price and the aggregate number of warrants offered; |
| · | the
total number of shares that can be purchased if a holder of the warrants exercises them; |
| · | the
number of warrants being offered with each share of common stock; |
| · | the
date on and after which the holder of the warrants can transfer them separately from the
related shares of common stock or preferred stock; |
| · | the
number of shares of common stock or preferred stock that can be purchased if a holder exercises
the warrant and the price at which those shares may be purchased upon exercise, including,
if applicable, any provisions for changes to or adjustments in the exercise price and in
the securities or other property receivable upon exercise; |
| · | the
terms of any rights to redeem or call, or accelerate the expiration of, the warrants; |
| · | the
date on which the right to exercise the warrants begins and the date on which that right
expires; |
| · | federal
income tax consequences of holding or exercising the warrants; and |
| · | any
other specific terms, preferences, rights or limitations of, or restrictions on, the warrants. |
Warrants for the purchase
of shares of common stock or preferred stock will be in registered form only.
A holder of warrant certificates
may exchange them for new certificates of different denominations, present them for registration of transfer and exercise them at the
corporate trust office of the warrant agent or any other office indicated in the applicable prospectus supplement. Until any warrants
to purchase debt securities are exercised, the holder of the warrants will not have any of the rights of holders of the debt securities
that can be purchased upon exercise, including any rights to receive payments of principal, premium or interest on the underlying debt
securities or to enforce covenants in the applicable indenture. Until any warrants to purchase shares of common stock or preferred stock
are exercised, holders of the warrants will not have any rights of holders of the underlying shares of common stock or preferred stock,
including any rights to receive dividends or to exercise any voting rights, except to the extent set forth under “Warrant Adjustments”
below.
Exercise of Warrants
Each holder of a warrant
is entitled to purchase the principal amount of debt securities or number of shares of common stock or preferred stock, as the case may
be, at the exercise price described in the applicable prospectus supplement. After the close of business on the day when the right to
exercise terminates (or a later date if we extend the time for exercise), unexercised warrants will become void.
A holder of warrants may
exercise them by following the general procedure outlined below:
| · | deliver
to the warrant agent the payment required by the applicable prospectus supplement to purchase
the underlying security; |
| · | properly
complete and sign the reverse side of the warrant certificate representing the warrants;
and |
| · | deliver
the warrant certificate representing the warrants to the warrant agent within five business
days of the warrant agent receiving payment of the exercise price. |
If you comply with the procedures
described above, your warrants will be considered to have been exercised when the warrant agent receives payment of the exercise price,
subject to the transfer books for the securities issuable upon exercise of the warrant not being closed on such date. After you have
completed those procedures and subject to the foregoing, we will, as soon as practicable, issue and deliver to you the debt securities
or shares of common stock or preferred stock that you purchased upon exercise. If you exercise fewer than all of the warrants represented
by a warrant certificate, a new warrant certificate will be issued to you for the unexercised amount of warrants. Holders of warrants
will be required to pay any tax or governmental charge that may be imposed in connection with transferring the underlying securities
in connection with the exercise of the warrants.
Amendments and Supplements to the Warrant Agreements
We may amend or supplement
a warrant agreement without the consent of the holders of the applicable warrants to cure ambiguities in the warrant agreement, to cure
or correct a defective provision in the warrant agreement, or to provide for other matters under the warrant agreement that we and the
warrant agent deem necessary or desirable, so long as, in each case, such amendments or supplements do not materially adversely affect
the interests of the holders of the warrants.
Warrant Adjustments
Unless the applicable prospectus
supplement states otherwise, the exercise price of, and the number of securities covered by, a warrant for shares of common stock or
preferred stock will be adjusted proportionately if we subdivide or combine our common stock or preferred stock, as applicable. In addition,
unless the prospectus supplement states otherwise, if we, without payment:
| · | issue
shares of common stock or preferred stock or other securities convertible into or exchangeable
for common stock or preferred stock, or any rights to subscribe for, purchase or otherwise
acquire any of the foregoing, as a dividend or distribution to all or substantially all holders
of our common stock or preferred stock; |
| · | pay
any cash to all or substantially all holders of our common stock or preferred stock, other
than a cash dividend paid out of our current or retained earnings; |
| · | issue
any evidence of our indebtedness or rights to subscribe for or purchase our indebtedness
to all or substantially all holders of our common stock or preferred stock; or |
| · | issue
common stock, preferred stock or additional shares or other securities or property to all
or substantially all holders of our common stock or preferred stock by way of spinoff, split-up,
reclassification, combination of shares or similar corporate rearrangement; |
then the holders of common stock warrants or
preferred stock warrants will be entitled to receive upon exercise of the warrants, in addition to the securities otherwise receivable
upon exercise of the warrants and without paying any additional consideration, the amount of shares and other securities and property
such holders would have been entitled to receive had they held the common stock or preferred stock issuable under the warrants on the
dates on which holders of those securities received or became entitled to receive such additional shares and other securities and property.
Except as stated above, the
exercise price and number of securities covered by a warrant for shares of common stock or preferred stock, and the amounts of other
securities or property to be received, if any, upon exercise of those warrants, will not be adjusted or provided for if we issue those
securities or any securities convertible into or exchangeable for those securities, or securities carrying the right to purchase those
securities or securities convertible into or exchangeable for those securities.
Holders of common stock warrants
or preferred stock warrants may have additional rights under the following circumstances:
| · | certain
reclassifications, capital reorganizations or changes of the common stock or preferred stock; |
| · | certain
share exchanges, mergers, or similar transactions involving us that result in changes of
the common stock or preferred stock; or |
| · | certain
sales or dispositions to another entity of all or substantially all of our property and assets. |
If one of the above transactions
occurs and holders of our common stock or preferred stock are entitled to receive shares, securities or other property with respect to
or in exchange for their securities, the holders of the common stock warrants or preferred stock warrants then-outstanding, as applicable,
will be entitled to receive upon exercise of their warrants the kind and amount of shares and other securities or property that they
would have received upon the applicable transaction if they had exercised their warrants immediately before the transaction.
Description
Of Rights
The following description,
together with the additional information we include in any applicable prospectus supplement, summarizes the general features of the rights
that we may offer under this prospectus. We may issue rights to our stockholders to purchase shares of our common stock and/or any of
the other securities offered hereby. Each series of rights will be issued under a separate rights agreement to be entered into between
us and a bank or trust company, as rights agent. When we issue rights, we will provide the specific terms of the rights and the applicable
rights agreement in a prospectus supplement. Because the terms of any rights we offer under a prospectus supplement may differ from the
terms we describe below, you should rely solely on information in the applicable prospectus supplement if that summary is different from
the summary in this prospectus. We will incorporate by reference into the registration statement of which this prospectus is a part the
form of rights agreement that describes the terms of the series of rights we are offering before the issuance of the related series of
rights. The applicable prospectus supplement relating to any rights will describe the terms of the offered rights, including, where applicable,
the following:
| · | the
date for determining the persons entitled to participate in the rights distribution; |
| · | the
exercise price for the rights; |
| · | the
aggregate number or amount of underlying securities purchasable upon exercise of the rights; |
| · | the
number of rights issued to each stockholder and the number of rights outstanding, if any; |
| · | the
extent to which the rights are transferable; |
| · | the
date on which the right to exercise the rights will commence and the date on which the right
will expire; |
| · | the
extent to which the rights include an over-subscription privilege with respect to unsubscribed
securities; |
| · | anti-dilution
provisions of the rights, if any; and |
| · | any
other terms of the rights, including terms, procedures and limitations relating to the distribution,
exchange and exercise of the rights. |
Holders may exercise rights
as described in the applicable prospectus supplement. Upon receipt of payment and the rights certificate properly completed and duly
executed at the corporate trust office of the rights agent or any other office indicated in the prospectus supplement, we will, as soon
as practicable, forward the securities purchasable upon exercise of the rights. If less than all of the rights issued in any rights offering
are exercised, we may offer any unsubscribed securities directly to persons other than stockholders, to or through agents, underwriters
or dealers or through a combination of such methods, including pursuant to standby underwriting arrangements, as described in the applicable
prospectus supplement.
Description
Of Units
We may issue units comprising
two or more securities described in this prospectus in any combination. For example, we might issue units consisting of a combination
of debt securities and warrants to purchase common stock. The following description sets forth certain general terms and provisions of
the units that we may offer pursuant to this prospectus. The particular terms of the units and the extent, if any, to which the general
terms and provisions may apply to the units so offered will be described in the applicable prospectus supplement.
Each unit will be issued
so that the holder of the unit also is the holder of each security included in the unit. Thus, the unit will have the rights and obligations
of a holder of each included security. Units will be issued pursuant to the terms of a unit agreement, which may provide that the securities
included in the unit may not be held or transferred separately at any time or at any time before a specified date. A copy of the forms
of the unit agreement and the unit certificate relating to any particular issue of units will be filed with the SEC each time we issue
units, and you should read those documents for provisions that may be important to you. For more information on how you can obtain copies
of the forms of the unit agreement and the related unit certificate, see “Where You Can Find More Information.”
The prospectus supplement
relating to any particular issuance of units will describe the terms of those units, including, to the extent applicable, the following:
| · | the
designation and terms of the units and the securities comprising the units, including whether
and under what circumstances those securities may be held or transferred separately; |
| · | any
provision for the issuance, payment, settlement, transfer or exchange of the units or of
the securities comprising the units; and |
| · | whether
the units will be issued in fully registered or global form. |
Plan
Of Distribution
We may sell the securities
from time to time, by a variety of methods, including the following:
| · | on
any national securities exchange or quotation service on which our securities may be listed
at the time of sale, including the NYSE American; |
| · | in
the over-the-counter market; |
| · | in
transactions otherwise than on such exchange or in the over-the-counter market, which may
include privately negotiated transactions and sales directly to one or more purchasers; |
| · | through
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers; |
| · | through
purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| · | through
underwriters, broker-dealers, agents, in privately negotiated transactions, or any combination
of these methods; |
| · | through
the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| · | a
combination of any of these methods; or |
| · | by
any other method permitted pursuant to applicable law. |
The securities may be distributed
from time to time in one or more transactions:
| · | at
a fixed price or prices, which may be changed; |
| · | at
market prices prevailing at the time of sale; |
| · | at
prices related to such prevailing market prices; or |
Offers to purchase the securities
being offered by this prospectus may be solicited directly. Agents may also be designated to solicit offers to purchase the securities
from time to time. Any agent involved in the offer or sale of our securities will be identified in a prospectus supplement.
If a dealer is utilized in
the sale of the securities being offered by this prospectus, the securities will be sold to the dealer, as principal. The dealer may
then resell the securities to the public at varying prices to be determined by the dealer at the time of resale.
If an underwriter is utilized
in the sale of the securities being offered by this prospectus, an underwriting agreement will be executed with the underwriter at the
time of sale and the name of any underwriter will be provided in the prospectus supplement that the underwriter will use to make resales
of the securities to the public. In connection with the sale of the securities, we, or the purchasers of securities for whom the underwriter
may act as agent, may compensate the underwriter in the form of underwriting discounts or commissions. The underwriter may sell the securities
to or through dealers, and those dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters
and/or commissions from the purchasers for which they may act as agent.
Unless otherwise indicated
in a prospectus supplement, an agent will be acting on a best efforts basis and a dealer will purchase securities as a principal, and
may then resell the securities at varying prices to be determined by the dealer. Any compensation paid to underwriters, dealers or agents
in connection with the offering of the securities, and any discounts, concessions or commissions allowed by underwriters to participating
dealers will be provided in the applicable prospectus supplement. Underwriters, dealers and agents participating in the distribution
of the securities may be deemed to be underwriters within the meaning of the Securities Act, and any discounts and commissions received
by them and any profit realized by them on resale of the securities may be deemed to be underwriting discounts and commissions. In compliance
with the guidelines of the Financial Industry Regulatory Authority, Inc., or FINRA, the maximum amount of underwriting compensation,
including underwriting discounts and commissions, to be paid in connection with any offering of securities pursuant to this prospectus
may not exceed 8% of the aggregate principal amount of securities offered. We may enter into agreements to indemnify underwriters, dealers
and agents against civil liabilities, including liabilities under the Securities Act, or to contribute to payments they may be required
to make in respect thereof and to reimburse those persons for certain expenses.
The securities may or may
not be listed on a national securities exchange. To facilitate the offering of securities, certain persons participating in the offering
may engage in transactions that stabilize, maintain or otherwise affect the price of the securities. This may include over-allotments
or short sales of the securities, which involve the sale by persons participating in the offering of more securities than were sold to
them. In these circumstances, these persons would cover such over-allotments or short positions by making purchases in the open market
or by exercising their over-allotment option, if any. In addition, these persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing penalty bids, whereby selling concessions allowed to dealers
participating in the offering may be reclaimed if securities sold by them are repurchased in connection with stabilization transactions.
The effect of these transactions may be to stabilize or maintain the market price of the securities at a level above that which might
otherwise prevail in the open market. These transactions may be discontinued at any time.
If indicated in the applicable
prospectus supplement, underwriters or other persons acting as agents may be authorized to solicit offers by institutions or other suitable
purchasers to purchase the securities at the public offering price set forth in the prospectus supplement, pursuant to delayed delivery
contracts providing for payment and delivery on the date or dates stated in the prospectus supplement. These purchasers may include,
among others, commercial and savings banks, insurance companies, pension funds, investment companies and educational and charitable institutions.
Delayed delivery contracts will be subject to the condition that the purchase of the securities covered by the delayed delivery contracts
will not at the time of delivery be prohibited under the laws of any jurisdiction in the United States to which the purchaser is subject.
The underwriters and agents will not have any responsibility with respect to the validity or performance of these contracts.
We may engage in at-the-market
offerings into an existing trading market in accordance with rule 415(a)(4) under the Securities Act. In addition, we may enter
into derivative transactions with third parties, or sell securities not covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement so indicates, in connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus supplement, including in short sale transactions. If so, the third
party may use securities pledged by us, or borrowed from us or others to settle those sales or to close out any related open borrowings
of common stock, and may use securities received from us in settlement of those derivatives to close out any related open borrowings
of our common stock. In addition, we may loan or pledge securities to a financial institution or other third party that in turn may sell
the securities using this prospectus and an applicable prospectus supplement. Such financial institution or other third party may transfer
its economic short position to investors in our securities or in connection with a concurrent offering of other securities.
The underwriters, dealers
and agents may engage in transactions with us, or perform services for us, in the ordinary course of business for which they receive
compensation.
Legal
Matters
Unless otherwise indicated
in the applicable prospectus supplement, certain legal matters in connection with the offering and the validity of the securities offered
by this prospectus, and any supplement thereto, will be passed upon by O’Melveny & Myers LLP.
EXPERTS
The financial statements and management’s
assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Annual Report on
Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual
Report on Form 10-K for the year ended December 31, 2022 have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
Up to $100,000,000
Centrus Energy Corp.
Class A Common Stock
B.
Riley Securities |
Lake
Street |
Roth
Capital Partners |
February 9, 2024
Centrus Energy (AMEX:LEU)
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