Goal Is to Enable Successful Deployment of Leading Edge Uranium Enrichment Technology for Commercial Nuclear Power Plants; Boost for Nuclear Renaissance; Support for Ohio-based American Centrifuge Project
– By Stephen Heiser –
In a sign that the future of nuclear energy is bright, USEC Inc., a global nuclear fuel and technology company, has announced that nuclear industry leaders Babcock & Wilcox Investment Company, an affiliate of The Babcock & Wilcox Company (B&W), and Toshiba Corporation have signed a definitive agreement to make an investment in USEC over three phases, each of which is subject to satisfaction of specific preconditions, including regulatory approvals.
The $200 million investment, shared equally between Toshiba and B&W, will strengthen the deployment of the American Centrifuge Plant and create key new business opportunities throughout the nuclear fuel cycle. Both companies, with their deep experience in the nuclear field, consider the investment agreement as an important strategic initiative.
"We have decided to make this investment in American know-how and American technology in order to produce more uranium fuel for the growing worldwide nuclear power market with high confidence in USEC as a leading supplier of low enriched uranium.
Toshiba has intensified its front-end supply chain by executing various programs. Along with these efforts, the investment in USEC will strengthen the nuclear fuel supply chain," said Yasuharu Igarashi, corporate senior vice president of Toshiba. "The nuclear renaissance is moving forward and this investment will help power its growth by securing the supply of uranium fuel for existing and potential customers."
Brandon Bethards, president and CEO of B&W, said, "This agreement will allow B&W to explore broader energy opportunities globally through expanded strategic relationships with Toshiba and USEC, as well as further enhance our already-strong relationship with the U.S. Department of Energy. This initiative further solidifies our position as a key contributor to a successful nuclear renaissance."
USEC Inc. is a leading supplier of enriched uranium fuel for commercial nuclear power plants. USEC 2009 revenues were more than $2 billion.
"This is a new day for USEC in the era of nuclear power, and we're heartened by these votes of confidence in USEC and the American Centrifuge Project from two global leaders in the nuclear power industry," said John Welch, USEC president and CEO. "The agreement accelerates our recent momentum and addresses a key issue in our sustained drive to deploy the innovative American Centrifuge technology. The strategic relationship between our companies will also create new business opportunities across the entire nuclear fuel cycle."
The agreement comes at a time when the federal government is considering issuing a loan guarantee to support completion of USEC's American Centrifuge Project, a next-generation uranium enrichment facility to be built in Piketon, Ohio. The project is based on the use of highly efficient centrifuges to produce uranium fuel. USEC is operating a cascade of centrifuge machines in a commercial plant configuration, collecting data and experience in preparation for transitioning into full commercial operation. USEC employees in several states are also involved in the design, development, testing and manufacturing of the centrifuge machines. If successful in obtaining a loan guarantee, the American Centrifuge Project could create at the peak of construction nearly 8,000 jobs, with almost half located in Ohio.
The investment is subject to applicable regulatory reviews.
USEC-Toshiba-B&W Definitive Investment Agreement Summary
A $200 million strategic investment in USEC Inc. by nuclear power industry leaders Toshiba and Babcock & Wilcox that will strengthen USEC’s financial and technical capabilities, create new opportunities to serve nuclear fuel cycle customers and help revitalize America’s nuclear manufacturing base.
What: Definitive agreement for a $200 million strategic investment in USEC Inc. to be made in three phases.
Who: Toshiba Corporation and Babcock & Wilcox Investment Company, an affiliate of The Babcock & Wilcox Company, have signed a definitive agreement for the investment of $100 million each in USEC upon satisfaction of certain conditions.
When: Three-party agreement signed May 25, 2010. First investment in the amount of $75 million expected to close in the third quarter of 2010 upon satisfaction of specific closing conditions and following regulatory reviews.
Why: To strengthen USEC’s financial position as the company transitions its uranium enrichment technology to centrifuge technology and enhance the three companies’ roles as global leaders in delivering proven nuclear fuel and technology solutions to their customers.
Investment
Details: Three-phase investment
— Phase 1: $75 million upon satisfaction of conditions to closing, including regulatory reviews
— Phase 2: $50 million upon DOE conditional loan guarantee commitment and satisfaction of other conditions to closing, including regulatory reviews
— Phase 3: $75 million upon the closing of DOE loan guarantee and satisfaction of other conditions to closing, including USEC shareholder approval and regulatory reviews
Form of investment
— Convertible preferred stock
— Preferred stock has limited voting rights
— Preferred shares in first two phases carry 12.75% per annum dividend, final phase 11.5% per annum. Dividends may be paid in kind (i.e. additional preferred stock)
— Convertible at then prevailing market price to common stock
— Subject to conditions, the preferred shares can be converted into common stock following the Phase 3 closing and any remaining shares will be automatically converted by December 31, 2016
— Warrants to purchase USEC common stock issued in Phase 1 and Phase 3
— Each strategic investor will have right to purchase in the aggregate 6.25 million USEC common shares at exercise price of $7.50
— Two-year exercise period of 2015-2016 provides incentive to each party to enhance USEC shareholder value
Corporate
Governance: Toshiba and Babcock & Wilcox would each appoint a member to USEC’s Board of Directors
*Please refer to Form 8-K filed by USEC on , May 25, 2010 for additional details and conditions