Washington, D.C. 20549
Amendment No. 1 to
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Centrus Energy Corp.
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation or organization) | 52-2107911 (I.R.S. Employer Identification Number) | ||
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
(Address, including zip code, and telephone number, including area code, of the registrant’s principal executive offices)
Philip O. Strawbridge
Senior Vice President, Chief Financial Officer, Chief Administrative Officer and Treasurer
Centrus Energy Corp.
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
(301) 564-3200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
C. Brophy Christensen, Esq.
O’Melveny & Myers LLP
Two Embarcadero Center, 28th Floor
San Francisco, California 94111
(415) 984-8700
From time to time after this Registration Statement becomes effective.
(Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this Registration Statement in the event an Investor makes a Sale Election following the occurrence of a Closing Deadline Failure (as these terms are defined in the prospectus that is a part hereof). The earliest date that a Closing Deadline Failure and Sale Election could occur is October 31, 2011.public)
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box:box. ¨
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box:box. þx
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”filer,” and “smaller reporting company” in Rule 12b-2 of the Securities Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ |
| Non-accelerated filer | x | Smaller reporting company | x |
| Emerging Growth Company | ¨ |
If an emerging growth company, o
Title of each class of securities to be registered | Amount to be registered (1) | Proposed maximum offering price per share (2) | Proposed maximum aggregate offering price | Amount of registration fee |
Common stock, par value $0.10 per share (3) | 22,826,407 | $1.35 | $30,815,649.45 | $3,531.47 |
(1) Represents the aggregate number of shares of common stock issuable upon conversion of the currently outstanding shares of convertible preferred stock and the exercise of warrants held by the selling security holders, capped at 19.99% of the shares of our common stock outstanding on May 25, 2010, in compliance with the rules of the New York Stock Exchange (“NYSE”). (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended, based on the average high and low prices of the common stock on the NYSE on October 5, 2011. (3) The common stock includes the associated preferred stock purchase rights, which (a) are not currently separable from the shares of common stock and (b) are not currently exercisable. | ||||
The registrantRegistrant hereby amends this registration statementRegistration Statement on such date or dates as may be necessary to delay its effective date until the registrantRegistrant shall file a further amendment which specifically states that this registration statementRegistration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statementRegistration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
The information contained in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities andnor does it is not solicitingseek an offer to buy these securities in any state or jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED OCTOBER 7, 2011
PROSPECTUS
Centrus Energy Corp.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
From time to time, we may offer and sell fromup to $100,000,00 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 timebe offered in the eventone 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 selling security holder makes a Sale Election following the occurrence of a Closing Deadline Failure (as these terms are defined below) up to 22,826,407 shares ofprospectus supplement, together with any documents incorporated by reference herein, before you invest in our common stock covered by this prospectus. As a result of the standstill agreement as discussed herein, the earliest date that a Closing Deadline Failure could occur and that a selling security holder may elect to sell any shares of common stock pursuant hereto is October 31, 2011. The applicable selling security holder(s) will receive all of the proceeds from any sale of the shares offered hereby. We will not receive any of the proceeds, but we will incur expenses in connection with the offering. Our registration of the shares of common stock covered by this prospectus does not mean that the selling security holders will offer or sell any of the shares. The selling security holders may sell the shares of common stock covered by this prospectus in a number of different ways and at varying prices. The shares covered by this prospectus are subject to issuance upon conversion of currently outstanding shares of convertible preferred stock and exercise of warrants that are exercisable in the future and are subject to the Share Issuance Limitation (as defined in “Material Relationships” below), in compliance with the rules of the New York Stock Exchange. We provide more information about how the selling security holders may sell the shares in the section entitled “Plan of Distribution” beginning on page 18.
Our common stock is tradedlisted on The NYSE American LLC, or the NYSE American, under the symbol “USU”.“LEU.” On October 6, 2011,July 30, 2020, the last reported sale price of our common stock was $15.10 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 was $1.30 per share.
Investing in any of our securities involves risks that are described ina high degree of risk. Please read carefully the section entitled “Risk Factors” on page 45 of this prospectus, the “Risk Factors” section contained in the applicable prospectus supplement and the information included and incorporated by reference in our filings withthis prospectus.
Neither the Securities and Exchange Commission or SEC.
The date of this prospectus is , 2011.
TABLE OF CONTENTS
| Page | |
| Where You Can Find | |
| 2 | |
| Special Note Regarding Forward-Looking Statements | 3 |
| Centrus Energy Corp. | 5 |
| Risk Factors | 5 |
| Use Of Proceeds | 6 |
| Description Of Capital Stock | 7 |
| Description Of Debt Securities | 9 |
| Description Of Warrants | 16 |
| Description Of Rights | 19 |
| Description Of Units | 20 |
| Plan Of Distribution | 21 |
| Legal Matters | 23 |
| EXPERTS | 23 |
This prospectus is a part of a “shelf” registration statement on Form S-3 that we filed with the SEC. Specific information aboutSecurities 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 $100,000,000.
This prospectus provides a general description of the securities we may offer. We may provide specific terms of an offeringsecurities 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 includedoffered in a prospectus supplement relating to each specific offering of shares. The prospectus supplementsupplement. Prospectus supplements may also add, update or change information contained in this prospectus. We urgeIf the information varies between this prospectus and the accompanying prospectus supplement, you toshould rely on the information in the accompanying prospectus supplement.
Before purchasing any securities, you should carefully read carefully both this prospectus and any prospectus supplement, accompanying this prospectus, together with the additional information incorporated herein by referencedescribed under the heading “Where“Information We Incorporate by Reference.” You Can Find Additional Information,” before deciding whether to invest in any ofshould rely only on the securities being offered. Statements contained or deemed to be incorporated by reference in this prospectus or any prospectus supplement as to the content of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed as an exhibit to a document incorporated or deemed to be incorporated by reference in this prospectus or such prospectus supplement, each such statement being qualified in all respects by such reference. Any information in such subsequent filings that is inconsistent with this prospectus will supersede the information in this prospectus or any earlier prospectus supplement.
This prospectus and any accompanyingapplicable 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, nor dorelate. We are not making offers to sell common stock or any other securities described in this prospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which an offer or solicitation is not authorized or in which we are not qualified to any persondo so or to anyone to whom it is unlawful to make suchan offer or solicitation in such jurisdiction.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 shouldCan 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 assume that the information contained inincorporated 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 accompanying prospectus supplement is accurate onare 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 date subsequentindenture or other documents establishing the terms of the offered securities are filed as exhibits to the date set forthregistration statement or will be filed through an amendment to our registration statement on the frontForm 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 document or that any information we havefile with it, which means that we can disclose important information to you by referring you to those documents. The information incorporated by reference is correct on any date subsequentconsidered to the datebe 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 even thoughinto this prospectus and any accompanying prospectus supplement is delivereddocument modifies or securities are sold on a later date.
| § | our Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (filed with the SEC on March 27, 2020); |
| § | the information specifically incorporated by reference into our Annual Report on Form 10-K for the year ended December 31, 2019 from our Definitive Proxy Statement on Schedule 14A (filed with the SEC on April 29, 2020); |
| § | our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020 (filed with the SEC on May 12, 2020); |
| § | our Current Reports on Form 8-K filed with the SEC on April 14, 2020 (only with respect to Items 1.01 and 3.03 thereof), June 18, 2020 and June 18, 2020; |
| § | our Form 8A12B-A, filed with the SEC on April 14, 2020; and |
| § | the description of the securities of the Company contained in Exhibit 4.14 of our Annual Report on Form 10-K for the year ended December 31, 2019 (filed with the SEC on March 27, 2020). |
We also incorporate by otherreference 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, (i) after the date of this prospectus and prior to effectiveness of this registration statement on Form S-3 and (ii) 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 future. See also “Where You Can Find Additional Information.” Additional risks not presently knownSEC, 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 which we consider immaterial based on information currently available totelephoning us may also materially adversely affect us.
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 additional shares of such series, or a combination of both. We are currently restricted under our credit facility from paying such dividends in cash and so these dividends are expected to be paid in additional shares of such series. The conversion of the Preferred Stock or exercise of Warrants may result in substantial dilution to our existing shareholders. Any sales in the public market of the common stock issuable upon such conversion could adversely affect the prevailing market prices of our common stock. In addition, the existence of the Preferred Stock and the Warrants may encourage short selling by market participants because the conversion of the Preferred Stock and exercise of the Warrants could depress the price of our common stock.
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 quarterly reportsoral 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-Q.10-K for the year ended December 31, 2019, as such risk factors may be amended, supplemented or superseded from time to time by other reports we file with the Securities and Exchange Commission, including subsequent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q, and in any prospectus supplement. Accordingly, forward-looking statements should be 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 Securities and Exchange Commission 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., 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 utilities, and (b) technical solutions, which provides advanced engineering, design, and manufacturing services to government and private sector customers.
Our LEU segment provides most of the Company’s revenue and involves the sale of separative work units (“SWU”) and occasionally LEU to utilities operating commercial nuclear power plants. The company also sells natural uranium to other nuclear fuel related companies.
LEU is a critical component in the production of nuclear fuel for reactors that produce electricity. We supply LEU 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 long-term goal is to resume commercial enrichment production, and we are exploring approaches to that end.
Our technical solutions segment utilizes the unique technical expertise, operational experience and specialized facilities that we developed over nearly two decades as part of our uranium enrichment technology program. We are leveraging these capabilities to expand and diversify our business beyond uranium enrichment, offering new services to existing and new customers in complementary markets.
With the specialized capabilities and workforce at our Technology and Manufacturing Center in Oak Ridge, Tennessee, we are performing technical, engineering and manufacturing services for a range of commercial and government customers and actively working to secure new customers. Our experience developing, licensing, manufacturing and operating advanced nuclear components and systems positions us to provide critical design, engineering, manufacturing and other services to a broad range of potential clients, including those involving sensitive or classified technologies. This work includes design, engineering, manufacturing and licensing services support for advanced reactor and fuel fabrication projects as well as decontamination and decommissioning (“D&D”) work.
With several decades of experience in enrichment, we continue to be a leader in the development of an advanced U.S. uranium enrichment technology, which we believe could play a critical role in supplying fuel for advanced reactors, meeting U.S. national and energy security needs, and achieving our nation’s nonproliferation objectives.
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.
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.
We will not receive anyretain 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.
The authorized capital stock of Centrus Energy Corp. consists of (a) 100,000,000 shares of common stock, offeredpar value $0.10 per share, of which 70,000,000 shares are classified as Class A Common Stock, and sold30,000,000 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 104,547 shares of which have been designated Series B Senior Preferred Stock. The Class A Common Stock is registered pursuant to this prospectus. The shares offered pursuant to this prospectus are currently not outstanding but are subject to issuance upon conversionSection 12 of the Preferred Stock or exercise of the Warrants held by the selling security holders as of the date hereof.
The following description of the terms of our capital stocksecurities is only a summarynot complete and is qualified in its entirety by reference to the full textCompany’s Amended and Restated Certificate of suchIncorporation (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 our certificatethe applicable governing document, stock exchange rule or law. The holders of incorporation and by applicable law.
Subject to the rights of the holders of any preferred stock thenseries of Preferred Stock outstanding at any time, the holders of our common stock areClass A Common Stock and Class B Common Stock will be entitled to receiveshare ratably, based upon the number of shares held, in such dividends outand other distributions of assets legally available thereforcash or any other right or property as may from time to time be declared by ourthe Board of Directors. HoldersDirectors out of our common stockthe 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 entitled to one vote per share in the electionoutstanding. The Company currently has shares of directors and on all matters on which the stockholders are entitled to vote. Holders of our common stock do not have cumulative voting rights. Series B Preferred Stock outstanding.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the Company,Company’s affairs, holders of our common stockClass A Common Stock and Class B Common Stock would be entitled to share ratably, in assets of the Company available for distribution to holders of common stock. All outstanding shares of common stock are fully paid and nonassessable. Holders of common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of our common stock are subject to and may be adversely affected by, the rights of holders of any shares of any series of preferred stock which we may designate and issue in the future. Holders of our common stock are not liable to further calls or assessments by us or for any of our liabilities.
The Certificate of Incorporation does not provide for any conversion, sinking fund, redemption, preference, preemptive right, or right of subscription for the election of the selling security holder(s), at any time after the third closing, intoClass A Common Stock. Issued and outstanding shares of Class B Common (or Series C Preferred if stockholder and regulatory approvals forStock convert into shares of Class A Common Stock upon transfer to a party other than the current Class B Common have not been obtained), atstockholders and their respective affiliates.
Provisions of the then applicable Conversion Price (as defined below). Upon the failure to close the second or third closingCompany’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 relevant Outside Date and subsequent terminationChairman, the President, the Board of Directors or a committee empowered by the securities purchase agreement (a “Closing Deadline Failure”),Board of Directors to call a special meeting. Stockholders are not permitted to call, or to require that the holdersBoard of Series B-1 Preferred must elect either (a) to convert their shares into Class B Common (or Series C Preferred if stockholder and regulatory approvals for the Class B Common have not been obtained) (a “Conversion Election”) or (b) to sell the sharesDirectors call, a special meeting of common stock underlying their shares of Series B-1 Preferred pursuant to an Orderly Sale Arrangement (a “Sale Election”). If a selling security holder fails to make a timely election, then such selling security holder shall be deemed to have made a Sale Election. stockholders.
In the event that levels of either a Conversion Election or a Sale Election, the number of shares received on conversion or sale shall be multiplied by: (1) in the case of no party’s breach, 100%; (2) in the case a material breach by the Company, 110%; and (3) in the case of a material breach by such Investor, 90% (each, a “Factor”). After a Sale Election, the Company from time to time may redeem any remaining outstanding shares of Series B-1 Preferred held by an Investor for cash or SWU at the then applicable liquidation preference multiplied by the applicable Factor. The August 15, 2011 amendment to the standstill agreement provides that, in the event that the second closing fails to occur by September 30, 2011 and Toshiba or B&W exercises its right to terminate the securities purchase agreement and such Investor makes a Sale Election, the Company agrees it will exercise its right to redeem any shares of Series B-1 Preferred held by Toshiba or B&W (as the case may be) that remain outstanding on August 31, 2012. Such redemption at the then applicable liquidation preference multiplied by the applicable Factor would be for cash or SWU at the Company’s election and would be in advance of the mandatory redemption of such shares on December 31, 2012 which is otherwise required by the terms of the Series B-1 Preferred in such circumstances. Upon the closing of funding of at least $100 million from a third party (other than a government agency) that is necessary for the closing of a DOE Loan Guarantee, the Company will have the right, if required as a condition to funding, to cause the shares of Series B-1 Preferred to be converted into Class B Common (or Series C Preferred if stockholder and regulatory approvals for the Class B Common have not been obtained), at a conversion rate calculated using 120% of the then applicable liquidation preference. The Company will also have the right in certain change in control transactions to cause the shares of Series B-1 Preferred to be deemed converted and to receive the same consideration as received by the holders of Ordinary Common in such transaction or to redeem the Series B-1 Preferred for a cash price equal to 105% of the value of the consideration that would have been received.
Delaware Takeover Statute.The Company is subject to Section 203 of the Delaware General Corporation Law (the “DGCL”), which, subject to certain limited exceptions, toprohibits a separate class vote on (1)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 payment of dividends or distributions of common stock or any other Junior Stock, (2) the redemption of any common stock or other Junior Stock or any parity stock, or (3)date that such stockholder became an interested stockholder, unless: (i) prior to the third closing, the issuance of any senior stock or parity stock.
Section 203 of the DGCL defines “business combination” to a separate class vote oninclude: (i) any amendmentmerger 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 certificateinterested stockholder; (iv) any transaction involving the corporation that has the effect of incorporation that adversely affectsincreasing the Series C Preferred. The Series C Preferred will automatically convert into Ordinary Common (subjectproportionate 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 the Share Issuance Limitation) upon transfer to a third party. The Series C Preferred is subject to the orderly sale arrangement set forth in the securities purchase agreement and described under “Plan of Distribution.”
Centrus has adopted a Tax Benefit Preservation Plan for the purpose of helping to preserve the value of certain deferred tax benefits generated, or that might be generated, by us. In connection with the adoption of theSection 382 stockholders rights plan the Boardand declared a dividend distribution of one preferred stock purchase right for each outstanding share of our common stock outstanding atto stockholders of record on April 6, 2016. Each right entitles its holder, under the close of business on October 10, 2011. When exercisable, each right will entitle the registered holder thereofcircumstances described below, to purchase from us one one-thousandth of a share of our Series A Junior 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, at a price of $10.00 per one-thousandth of a share of Series A Junior Participating Preferred Stock (subject to adjustment)N.A., as amended (the “Rights Agreement”).
The rights are attachedplan is intended to each outstanding shareact 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 currently 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 will detachbeneficially 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 common stock and become exercisable upon certain events set forthprovisions 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 plan.best interests of the Company. The Board also has the ability to amend or terminate the Rights will also attachAgreement 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, 2021.
Description Of Debt Securities
The following description, together with the additional information we include in any sharesapplicable prospectus supplement, summarizes certain general terms and provisions of Class B Common or Series C Preferredthe debt securities that we might issuemay offer in one or more series under this prospectus. When we offer to sell a particular series of debt securities, we will describe the future, as described more fully above under “—Series B-1 Preferred; and –Series C Preferred”. For a description of the materialspecific terms of the planseries 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 rights and preferencesdebt 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 Series A Junior Participating Preferred Stock, see the summary set forth in our Current Report on Form 8-K filed on September 30, 2011 as set forth below in “Incorporation by Reference.”
The following paragraphs summarize certainsummary of material provisions of the Delaware General Corporate Law, or DGCL,debt securities and our certificate of incorporation and bylaws. The summary does not purport to be complete andthe indenture is subject to, and qualified in its entirety by reference to, all of the DGCLprovisions 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 certificate of incorporation and bylaws, copies of which are available on our website and are on filefiscal year, to furnish to the trustee a statement as to compliance with the SEC.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 advance notice procedure foracceleration and its consequences, including any related payment default that resulted from the nomination,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 directionsame 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 Boardapplicable series of Directors,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 candidates for electionor 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).
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 directorsa result of negotiations with third parties in connection with the issuance of those warrants, as well as for other stockholder proposalsreasons. 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 considered at annual meetingsselected by us. We use the term “warrant agreement” to refer to any of stockholders. In general, we must receive noticethese 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 less than 90 calendar days nor more than 120 days in advanceact as an agent for the holders or beneficial owners of the datewarrants.
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 annual meetingseries 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 notice must contain certain specified information concerning the personswarrant agreements are subject to, be nominated or the matters to be brought before the meeting and concerning the stockholder submitting the proposal.
We will describe in our certificatethe applicable prospectus supplement the terms relating to a series of incorporation, is set forth below.
| the offering price and the aggregate number of warrants offered; |
| § | the currencies in which |
| § | the designation, aggregate principal amount, currencies, denominations and terms of the |
| § | the designation and terms of any series of debt securities with which |
| § | the date on and after which the holder of the |
| the |
| § | 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.
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.
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 |
We may sell the securities |
| § | 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 short sales; |
| § | 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 |
| § | at negotiated prices. |
Offers to purchase the securities heldbeing 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 selling security holders must complydealer 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 Orderly Sale Arrangement provisionsunderwriter 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 certificateprospectus 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 designations for our preferred securities and the securities purchase agreement. Pursuantcovered 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 those provisions, which are designed to prevent the selling security holders from obtaining record ownership or voting power over our common stock, sales may be accomplished by:
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, unlessand may use securities received from us in settlement of those derivatives to close out any such person(s) have filed a Schedule 13G and would beneficially own less than 10%related open borrowings of our outstanding common stock after accounting for the sale. Pursuant to the restrictions on hedging, the selling security holders may not enter in any derivative transactions that hedges or transfers any of the economic consequences of owning preferred stock, warrants or underlying common stock.
The underwriters, dealers and agents may engage in transactions with us, or perform services for us, in the ordinary course of Series C Preferred or, if stockholder approval has been obtained, into shares of Class B Common.
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 for us by LathamO’Melveny & Watkins LLP, Washington, D.C.
The consolidated financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectusProspectus by reference to the Annual Report on Form 10-K for the year ended December 31, 20102019 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.
Centrus Energy Corp.
$100,000,000
Common Stock
Preferred Stock
Debt Securities
Warrants
Rights
Units
| ITEM 14. | OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION |
The following table sets forth the feesestimated costs and expenses, in connection with the distribution of the securities being registered hereby, other than underwriting discounts and commissions. The selling security holders will not bear anycommissions, payable by us in connection with the offering of the expenses set forth below.securities being registered. All the amounts shown are estimates.
| SEC registration fee | $ | 12,980 | |
| Printing and duplicating expenses | (1 | ) | |
| Legal fees and expenses | (1 | ) | |
| Accounting fees and expenses | (1 | ) | |
| Transfer agent and trustee fees | (1 | ) | |
| Miscellaneous expenses | (1 | ) | |
| Total (2) | (1 | ) |
| (1) | |
| (2) | Does not include any fees or expenses in connection with any subsequent underwritten offering and any prospectus supplements prepared in connection therewith. |
| ITEM 15. | INDEMNIFICATION OF DIRECTORS AND OFFICERS |
Section 145102(b)(7) of the Delaware General Corporation Law, or the DGCL, allows for the indemnification of officers, directors, and other corporate agentspermits a corporation in terms sufficiently broad to indemnify these persons for liabilities (including reimbursement for expenses incurred) arising under the Securities Act of 1933, as amended. The registrant’sits certificate of incorporation and bylaws provideor an amendment to eliminate or limit the personal liability of its directors or its stockholders for indemnificationmonetary damages for a breach of fiduciary duty as a director, except where the director breached his or her duty of loyalty, failed to act in good faith, engaged in intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violation of law or obtained an improper personal benefit. Our certificate of incorporation provides for this limitation of liability.
Section 145 of the registrant’s directors, officers, employeesDGCL provides that a corporation has the power to indemnify a director, officer, employee or agent of the corporation and certain other agentspersons serving at the request of the corporation in related capacities against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by the person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the corporation, to which he or she is a party by reason of such position, if such person acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. Section 145 further provides that in the case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent and underthat the Court of Chancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances permittedof the case, such person is fairly and reasonably entitled to indemnify for such expenses which the Court of Chancery or such other court shall deem proper.
Section 145(g) of the DGCL further authorizes a corporation to purchase and maintain insurance on behalf of any indemnified person against any liability asserted against and incurred by such person in any indemnified capacity, or arising out of such person’s status as such, regardless of whether the DGCL. The registrant has alsocorporation would otherwise have the power to indemnify under Delaware law.
We have entered into indemnification agreements with itseach of our directors and officersexecutive officers. In general, these agreements provide that we will requireindemnify the registrant, among other things, to indemnify them against liabilities that may arise by reason of their statusdirector or service as directors or officersexecutive officer to the fullest extent permitted by law for claims arising in his or her capacity as a director or officer or in connection with his or her service at our request for another corporation or entity.
II-1
The indemnification rights set forth above shall not prohibitedbe exclusive of any other right which an indemnified person may have or hereafter acquire under any statute, provision of our certificate of incorporation, our bylaws, agreement, vote of stockholders or disinterested directors or otherwise.
We maintain standard policies of insurance that provide coverage (1) to our directors and officers against loss rising from claims made by law. In addition, the registrant carries directorreason of breach of duty or other wrongful act and officer liability insurance.
| ITEM 16. | EXHIBITS |
A list of exhibits included as part of this registration statement are listedis set forth in the Exhibit Index on page II-6.
| ITEM 17. | UNDERTAKINGS |
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by sectionSection 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the CommissionSEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however
, that(2) That for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shallwill be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.offering;
(4) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; and
II-2
(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) the portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
The undersigned registrant hereby further undertakes:
(1) That for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
(2) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue; and
(3) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
II-3
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrantRegistrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bethesda, State of Maryland, on October 7, 2011.
By: | /s/ | |
Philip O. Strawbridge Senior Vice President, Chief Financial Officer, Chief Administrative Officer and | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statementregistration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
| * | President, and Director | July 31, 2020 | ||
| Daniel B. Poneman | (Principal Executive Officer) | |||
| /s/ Philip O. Strawbridge | Senior Vice President, | July 31, 2020 | ||
| (Principal Financial and | ||||
* | July 31, 2020 | |||
| Mikel H. | Director | |||
| * | July 31, 2020 | |||
| Michael Diament | Director | |||
| * | July 31, 2020 | |||
| Tetsuo Iguchi | Director | |||
| * | July 31, 2020 | |||
| W. Thomas Jagodinski | Director | |||
| * | July 31, 2020 | |||
| Patricia J. Jamieson | Director |
| * | July 31, 2020 | |||
| William J. Madia | Director | |||
| * | July 31, 2020 | |||
| Neil S. Subin | Director | |||
| * | July 31, 2020 | |||
| Tina W. Jonas | Director |
EXHIBIT INDEX
| EXHIBIT NUMBER | DESCRIPTION | |
| Form of Global Note |
| Certificate of Designations | ||
| 4.7(1) | Form of |
| 4.8(1) | Form of |
| 4.10(1) | Form of | |
| 4.11(1) | Form of Unit Agreement and Unit Certificate |
| 23.1 |
| Consent of O’Melveny & Myers LLP (included in the previously filed Exhibit 5.1) | ||
| 24.1(2) | Power of | |
| 25.1(3) | Form T-1 Statement of Eligibility of Trustee under the Indenture. |
(1) To be filed either by amendment or as an exhibit to a report filed under the Exchange Act, and incorporated herein by reference.
(2) Previously filed.
(3) To be filed separately under the electronic form type 305(b)(2) of the Trust Indenture Act of 1939, as amended.