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Energence From Voluntary Reorganization Under Chapter 11 Proceedings Energence From Voluntary Reorganization Under Chapter 11 Proceedings (Text Block) | 9 Months Ended
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Sep. 30, 2014
Chapter 11 Filing [Abstract] |
Reorganization under Chapter 11 of US Bankruptcy Code Disclosure | EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS Pursuant to the Plan, on the Effective Date, all shares of USEC Inc.’s common stock, $0.10 par value per share (the "Old Common Stock"), all shares of USEC Inc.’s Series B-1 12.75% convertible preferred stock, $1.00 par value per share (the "Old Preferred Stock"), and all of USEC Inc.’s 3% convertible senior notes due October 2014 (the "Old Notes") that were issued and outstanding immediately prior to the Effective Date were cancelled. On the Effective Date and pursuant to the Plan, the Company issued 8% Paid-In-Kind ("PIK") toggle notes due 2019/2024 (the "New Notes"). The New Notes will mature in 2019; provided that, the Company has the right to extend the maturity to 2024 upon the occurrence of certain conditions set forth in the Indenture governing the New Notes entered into by the Company, Enrichment Corp., as guarantor and Delaware Trust Company, as trustee and collateral agent (the "Indenture"). The New Notes have an initial aggregate principal amount of $240.4 million; provided that, the aggregate principal amount of the New Notes may be increased after the date of issuance as a result of any payment of interest on the New Notes in the form of PIK interest. The New Notes are guaranteed and secured on a subordinated and limited basis by Enrichment Corp. Additional details are provided in Note 12, "Debt". On the Effective Date and pursuant to the Plan, the Company's Certificate of Incorporation was amended and restated to authorize 120,000,000 shares of stock in the reorganized Company, consisting of 20,000,000 shares of preferred stock, par value $1.00 per share (the "New Preferred Stock"), 70,000,000 shares of Class A common stock, $0.10 par value per share (the “Class A Common Stock”) and 30,000,000 shares of Class B common stock, $0.10 par value per share (the “Class B Common Stock” and, together with the Class A Common Stock, the “New Common Stock”). On the Effective Date and pursuant to the Plan, the Company issued 9,000,000 shares of New Common Stock. Additional details are provided in Note 15, "Stockholders' Equity". The issuance of the Class A Common Stock and Class B Common Stock under the Plan was not registered with the SEC. The Class A Common Stock and Class B Common Stock were issued in reliance on exemptions under the Securities Act of 1933, as amended (the "Securities Act") provided by Section 1145 of the Bankruptcy Code. No cash was raised from the issuance of the New Notes or New Common Stock. The material terms of the Plan included, among other things, that upon the Effective Date:
• | The holders of the Old Notes received, on a pro rata basis, in exchange for claims on account of their $530 million in outstanding principal amount of Old Notes:
◦ | 79.04% of the New Common Stock, subject to dilution on account of a new management incentive plan;
◦ | cash for interest payable on the Old Notes accrued from October 1, 2013, the date of the last semi-annual interest payment, to the Effective Date, totaling $15.9 million; and
◦ | $200 million in principal amount of New Notes.
• | Babcock & Wilcox Investment Company ("B&W") and Toshiba America Nuclear Energy Corporation ("Toshiba") each received, in exchange and on account of their shares of Old Preferred Stock (as of December 31, 2013, there were 85,903 shares of Old Preferred Stock outstanding with an aggregate liquidation preference of $113.9 million including accrued paid-in-kind dividends) and warrants dated September 2, 2010 to purchase up to 250,000 shares of USEC’s Old Common Stock (the "Warrants"):
◦ | 7.98% of the New Common Stock (15.96% in the aggregate), subject to dilution on account of a new management incentive plan; and
◦ | $20.19 million in principal amount of New Notes ($40.38 million in the aggregate).
• | B&W and Toshiba have agreed to enter into good faith negotiations to each invest $20.19 million (for an aggregate investment of $40.38 million) of equity in the American Centrifuge project in the future, upon mutually agreed upon terms and conditions, but in any event contingent upon the funding for the American Centrifuge Plant ("ACP") of not less than $1.5 billion of debt supported by the U.S. Department of Energy ("DOE") loan guarantee program or other government support or funding in such amount.
• | The Class B Common Stock issued to B&W and Toshiba has the same rights, powers, preferences and restrictions and ranks equally in all matters with the Class A Common Stock issued to former holders of the Old Notes, except voting. Holders of the Class B Common Stock are entitled to elect, in the aggregate, two members of the Board of Directors of Centrus Energy Corp., subject to certain holding requirements and other restrictions as described in the Amended and Restated Centrus Energy Corp. Certificate of Incorporation.
• | The former holders of Old Common Stock received, on a pro rata basis, 5% of the Class A Common Stock, subject to dilution on account of a new management incentive plan.
• | All secured claims were reinstated and otherwise not impaired and all liens were continued until the claims are paid in full.
• | All other general unsecured claims of the Company were unimpaired and were either reinstated or paid in full in the ordinary course of business upon the later of the Effective Date or when such obligation becomes due according to its terms.
• | On the Effective Date, Centrus Energy Corp. obtained a new secured intercompany financing of $48.0 million from Enrichment Corp. (the "Intercompany Note") to provide funds necessary to make payments of $35.3 million required under the Plan, as well as $12.7 million available for working capital and other general corporate purposes of the Company. Payments required under the Plan included the repayment of borrowings under the former debtor-in-possession credit facility from Enrichment Corp. (the “DIP Facility”) of $16.3 million, interest payments of $15.9 million to former holders of the Old Notes, as described above, and $3.1 million in professional fees and other expenses.
Additional details regarding the Intercompany Note and former DIP Facility are provided in Note 12, "Debt".

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