United States securities and exchange commission logo
July 16, 2020
Philip O. Strawbridge
Senior Vice President, CFO, and Treasurer
Centrus Energy Corp.
6901 Rockledge Drive
Suite 800
Bethesda, MD 20817
Re: Centrus Energy
Corp.
Registration
Statement on Form S-3
Filed June 17, 2020
Response dated July
6, 2020
File No. 333-239242
Dear Mr. Strawbridge:
We have limited our review of your registration statement to
those issues we have
addressed in our comments. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Correspondence Filed July 6, 2020
General
1. We have reviewed your
response to our prior comment 1. In determining whether your
offering meets the
conditions set forth in General Instruction I.B.1 of Form S-3, your
calculation of the
aggregate market value of the shares of the Company s Class A
Common Stock held by
non-affiliates may not include shares which have not yet
been issued, such as
shares underlying restricted stock units or stock options. For
guidance, see
Securities Act Forms C&DI Question 216.05. As such, please provide us
with an analysis
demonstrating your ability to use Form S-3 pursuant to General
Instruction I.B.1 after
you remove from the aggregate market value of the voting and non-
Philip O. Strawbridge
Centrus Energy Corp.
July 16, 2020
Page 2
voting common equity held by non-affiliates any of the shares which have
not been
issued.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
Please contact Irene Barberena-Meissner, Staff Attorney, at 202-551-6548
or, in
her absence, Timothy S. Levenberg, Special Counsel, at (202) 551-3707 with any
questions.
Sincerely,
FirstName LastNamePhilip O. Strawbridge
Division of
Corporation Finance
Comapany NameCentrus Energy Corp.
Office of Energy &
Transportation
July 16, 2020 Page 2
cc: C. Brophy Christensen, Esq.
FirstName LastName
