SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
Centrus Energy Corp.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
15643U104
(CUSIP Number)
September 30, 2014
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
¨ Rule 13d-1(b)
x Rule 13d-1(c)
¨ Rule 13d-1(d)
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 15643U104 |
| 1 | NAME OF REPORTING PERSON
The Babcock & Wilcox Company (“B&W”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER:
0 | ||||
| 6 | SHARED VOTING POWER:
0 | |||||
| 7 | SOLE DISPOSITIVE POWER:
718,200* | |||||
| 8 | SHARED DISPOSITIVE POWER:
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,200 Shares of Class A Common Stock* | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 8.7%** | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | B&W owns 100% of Babcock & Wilcox Investment Company (“BWIC”), the holder of record of zero shares of the Issuer’s Class A Common Stock. BWIC is the holder of record of 718,200 shares of the Issuer’s Class B Common Stock. Pursuant to the Issuer’s Certificate of Incorporation, each share of Class B Common Stock will convert into one share of Class A Common Stock immediately upon the sale of a share of Class B Common Stock by the undersigned to a Third Party (as defined in the issuer’s Certificate of Incorporation). |
| ** | In accordance with Rule 13d-3(d)(1), this percentage was calculated based on information in the Issuer’s most recent filings with the Securities and Exchange Commission as to the amount of Class A Common Stock outstanding and also included as outstanding the 718,200 shares of Class A Common Stock into which the Reporting Person’s Class B Common Stock would convert. This calculation does not take into account an additional 718,200 shares of Class B Common stock that the Reporting Persons also believe to be outstanding but is not owned by the Reporting Persons. |
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| CUSIP No. 15643U104 |
| 1 | NAME OF REPORTING PERSON
Babcock & Wilcox Investment Company (“BWIC”) | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5 | SOLE VOTING POWER:
0 | ||||
| 6 | SHARED VOTING POWER:
0 | |||||
| 7 | SOLE DISPOSITIVE POWER:
718,200 Shares of Class A Common Stock* | |||||
| 8 | SHARED DISPOSITIVE POWER:
0 | |||||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
718,200 Shares of Class A Common Stock* | |||||
| 10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
¨ | |||||
| 11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
Approximately 8.7%** | |||||
| 12 | TYPE OF REPORTING PERSON
CO | |||||
| * | BWIC, the wholly-owned subsidiary of B&W, is the holder of record of zero shares of Class A Common Stock of the issuer. BWIC is the holder of record of 718,200 shares of the Issuer’s Class B Common Stock. Pursuant to the Issuer’s Certificate of Incorporation, each share of Class B Common Stock will convert into one share of Class A Common Stock immediately upon the sale of a share of Class B Common Stock by the undersigned to a Third Party (as defined in the issuer’s Certificate of Incorporation). |
| ** | In accordance with Rule 13d-3(d)(1), this percentage was calculated based on information in the Issuer’s most recent filings with the Securities and Exchange Commission as to the amount of Class A Common Stock outstanding and also included as outstanding the 718,200 shares of Class A Common Stock into which the Reporting Person’s Class B Common Stock would convert. This calculation does not take into account an additional 718,200 shares of Class B Common stock that the Reporting Persons also believe to be outstanding but is not owned by the Reporting Persons. |
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| Item 1. | ||||
| Item 1(a) | Name of Issuer: | Centrus Energy Corp. | ||
| Item 1(b) | Address of Issuer’s Principal Executive Offices: |
Two Democracy Center 6903 Rockledge Drive Bethesda, MD 20817 | ||
| Item 2. | ||||
| Item 2(a) | Name of Person Filing: | |||
| • The Babcock & Wilcox Company (“B&W”)
• Babcock & Wilcox Investment Company (“BWIC”) | ||||
| Item 2(b) | Address of Principal Business Office or, if none, Residence: | |||
| The address of the principal business office of each of BWIC and B&W is:
13024 Ballantyne Corporate Place, Suite 700 Charlotte, North Carolina 28277
| ||||
| Item 2(c) | Citizenship: | |||
| • B&W and BWIC are each Delaware corporations. | ||||
| Item 2(d) | Title of Class of Securities: | Class A Common Stock* | ||
| Item 2(e) | CUSIP Number: | 15643U104 | ||
| * | BWIC, a wholly-owned subsidiary of B&W, owns Class B Common Stock which converts into Class A Common Stock upon the sale to a Third Party (as defined in the issuer’s Certificate of Incorporation). |
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| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | |||
| (a) ¨ |
Broker or dealer registered under section 15 of the Act. | |||
| (b) ¨ |
Bank as defined in section 3(a)(6) of the Act. | |||
| (c) ¨ |
Insurance company as defined in section 3(a)(19) of the Act. | |||
| (d) ¨ |
Investment company registered under section 8 of the Investment Company Act of 1940. | |||
| (e) ¨ |
Investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E). | |||
| (f) ¨ |
Employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F). | |||
| (g) ¨ |
Parent holding company or control person, in accordance with § 240.13d-1(b)(ii)(G). | |||
| (h) ¨ |
Savings Associations as defined in Section 3(b) of the Federal Deposit Insurance Act. | |||
| (i) ¨ |
Church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940. | |||
| (j) ¨ |
Non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J) | |||
| (k) ¨ |
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). | |||
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| Item 4. | Ownership | |
| Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. | ||
| (a) Amount Beneficially Owned: See item 9 of cover page. | ||
| (b) Percent of Class: See item 11 of cover page. | ||
| (c) Number of shares as to which such person has:
See items 5-8 of cover page. | ||
| (i) Sole power to vote or to direct the vote: | ||
| (ii) Shared power to vote or to direct the vote: | ||
| (iii) Sole power to dispose or to direct the disposition of: | ||
| (iv) Shared power to dispose or to direct the disposition: | ||
| Item 5. | Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: ¨ | |
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person
Not applicable. | |
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
The securities were acquired by Babcock & Wilcox Investment Company, a direct, wholly-owned subsidiary of B&W and a Delaware corporation. | |
| Item 8. | Identification and Classification of Members of the Group
Not applicable. | |
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| Item 9. | Notice of Dissolution of Group
Not applicable. | |
| Item 10. | Certifications
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. | |
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: October 9, 2014
| The Babcock & Wilcox Company | ||
| By: | /s/ James D. Canafax | |
| Name: | James D. Canafax | |
| Title: | Senior Vice President, | |
| General Counsel, Chief Compliance Officer and Corporate Secretary | ||
| Babcock & Wilcox Investment Company | ||
| By: | /s/ James D. Canafax | |
| Name: | James D. Canafax | |
| Title: | Senior Vice President, | |
| General Counsel and Corporate Secretary | ||
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EXHIBIT INDEX TO SCHEDULE 13G
EXHIBIT 1
Joint Filing Agreement between The Babcock & Wilcox Company and Babcock & Wilcox Investment Company.
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Exhibit 1
JOINT FILING AGREEMENT
This Joint Filing Agreement, entered into and effective as of the date first set forth below, is made by and between The Babcock & Wilcox Company, a Delaware corporation, and Babcock & Wilcox Investment Company, a Delaware corporation, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
Each of the filers hereby acknowledges and agrees that the foregoing statement on Schedule 13G is filed on behalf of each of the filers and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the filers without the necessity of filing additional joint filing agreements. Each filer acknowledges that such filer shall be responsible for the timely filing of such amendments and for the completeness and accuracy of the information concerning such filer contained therein, but shall not be responsible for the completeness and accuracy of the information concerning any of the other filers, except to the extent that such filer knows or has reason to believe that such information is inaccurate.
This Joint Filing Agreement may be executed in any number of counterparts and all of such counterparts taken together shall constitute one and the same instrument.
This Joint Filing Agreement may be terminated by any of the filers upon written notice to the other filers.
Dated: October 9, 2014
| The Babcock & Wilcox Company | ||
| By: |
/s/ James D. Canafax | |
| Name: |
James D. Canafax | |
| Title: |
Senior Vice President, General Counsel, | |
| Chief Compliance Officer and Corporate Secretary | ||
| Babcock & Wilcox Investment Company | ||
| By: |
/s/ James D. Canafax | |
| Name: |
James D. Canafax | |
| Title: |
Senior Vice President, General Counsel | |
| and Corporate Secretary | ||