Centrus Energy Corp. (NYSE American: LEU) ("Centrus") today announced the pricing of $350 million aggregate principal amount of 2.25% Convertible Senior Notes due 2030 (the "Notes") in a private offering (the "Offering") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"). In connection with the Offering, Centrus has granted the initial purchasers of the Notes an option to purchase, for settlement within the 13-day period beginning on, and including, the date on which the Notes are first issued, up to an additional $52.5 million aggregate principal amount of the Notes on the same terms and conditions. The sale of the Notes to the initial purchasers is expected to settle on November 7, 2024, subject to customary closing conditions.
The Notes will bear interest at a rate of 2.25% per year, payable semiannually in arrears on May 1 and November 1 of each year, beginning on May 1, 2025. The Notes will mature on November 1, 2030, unless earlier repurchased, redeemed or converted in accordance with their terms prior to such date.
The conversion rate for the Notes will initially be 10.2564 shares of Class A common stock of Centrus, per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $97.50 per share of Class A common stock of Centrus, which represents a conversion premium of approximately 25% to the last reported sale price of the Class A common stock of Centrus on The NYSE American LLC on November 4, 2024). The conversion rate will be subject to adjustment in certain circumstances. In addition, following certain corporate events that occur prior to the maturity date or Centrus' delivery of a notice of redemption, Centrus will increase, in certain circumstances, the conversion rate for a holder who elects to convert its Notes in connection with such a corporate event or notice of redemption, as the case may be. Prior to the close of business on the business day immediately preceding August 1, 2030, the Notes will be convertible at the option of the holders of the Notes only upon the satisfaction of specified conditions and during certain periods. On or after August 1, 2030 until the close of business on the business day immediately prior to the maturity date, the Notes will be convertible, at the option of the holders of Notes, at any time regardless of such conditions. Upon conversion, Centrus will pay cash up to the aggregate principal amount of the Notes to be converted and pay or deliver, as the case may be, cash, shares of Class A common stock of Centrus or a combination of cash and shares of Class A common stock of Centrus, at Centrus' election, in respect of the remainder, if any, of the conversion obligation in excess of the aggregate principal amount of the Notes being converted.
Centrus will not be able to redeem the Notes prior to November 8, 2027. On or after November 8, 2027, Centrus may redeem the Notes at its option if the last reported sale price of the Class A common stock of Centrus has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on and including the trading day immediately preceding the date on which Centrus provides notice of redemption, at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.
Holders of the Notes will have the right to require Centrus to repurchase all or a portion of their Notes upon the occurrence of a fundamental change (as defined in the indenture governing the Notes) in cash at a fundamental change repurchase price of 100% of their principal amount plus any accrued and unpaid interest to, but not including, the fundamental change repurchase date.
When issued, the Notes will be Centrus' senior unsecured obligations and will rank senior in right of payment to any of Centrus' unsecured indebtedness that is expressly subordinated in right of payment to the Notes; equal in right of payment to any of Centrus' unsecured indebtedness that is not so subordinated; effectively junior in right of payment to any of Centrus' secured indebtedness, including Centrus' 8.25% Notes due 2027 (the "existing notes"), to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities (including trade payables, but excluding intercompany obligations (other than the secured guarantee by United States Enrichment Corporation of the existing notes) and liabilities of a type not required to be reflected on a balance sheet of such subsidiaries in accordance with GAAP) of Centrus' subsidiaries.
Centrus estimates that the net proceeds from the Offering will be approximately $337.9 million (or approximately $388.7 million if the initial purchasers exercise their option to purchase additional Notes in full), after deducting fees and estimated expenses. Centrus intends to use the net proceeds from this offering 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.
