Stillwater Mining Company (NYSE:SWC) Files An 8-K Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet ArrangementItem 2.04
On May 17, 2017, the Company issued a Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Reference Property to be Received Upon Conversion, Notice of Entry into Supplemental Indenture and Offer to Repurchase to the holders of the 2032 Notes to the 2032 Notes Indenture. As a result of the Merger and to the 2032 Notes Indenture, subject to certain conditions, each holder of the 2032 Notes has the right (the “Fundamental Change Repurchase Right”), at such holder’s option, to require the Company to repurchase for cash such holder’s 2032 Notes, or any portion of the principal amount thereof that is equal to $1,000 or an integral multiple of $1,000, on June 15, 2017 (the “Fundamental Change Repurchase Date”). The Company will repurchase any 2032 Notes that are validly surrendered for repurchase prior to 5:00 p.m. Eastern time on June 14, 2017 (the “Fundamental Change Expiration Time”) and not validly withdrawn at a repurchase price equal to 50% of the principal amount thereof, plus accrued and unpaid interest thereon, up to but excluding, the Fundamental Change Repurchase Date (the “Fundamental Change Repurchase Price”), subject to applicable withholding.
In addition, to the terms and conditions of the 2032 Notes Indenture, the 2032 Notes are currently convertible at the option of the holders thereof. Holders of 2032 Notes have the right, subject to certain conditions, at such holder’s option, to surrender the 2032 Notes for conversion to Continental Stock Transfer & Trust Company, as conversion agent (the “Conversion Agent”) at any time from and including April 27, 2017, the business day after the Company gave holders notice of the Merger, until the Fundamental Change Repurchase Date (the “Conversion Period”).
If a holder surrenders 2032 Notes for conversion to the Conversion Agent at any time from and including May 4, 2017, the date on which the Make-Whole Fundamental Change occurred, until June 14, 2017, the Business Day immediately prior to the Fundamental Change Purchase Date (such period, the “Make-Whole Conversion Period”), the Company’s conversion obligation with respect to each $1,000 principal amount of 2032 Notes that are converted during the Make-Whole Conversion Period is fixed at an amount in cash equal to the Applicable Conversion Rate of 75.2905 (such Applicable Conversion Rate including additional shares of Company Common Stock as provided in the Indenture) for each $1,000 principal amount of the Notes, multiplied by $18.00 (i.e., the Merger Consideration), subject to applicable withholding. If a holder surrenders 2032 Notes for conversion before or after the Make-Whole Conversion Period, but during the Conversion Period, a holder would receive an amount in cash equal to the Applicable Conversion Rate of 62.9664 for each $1,000 principal amount of the 2032 Notes, multiplied by $18.00 (i.e., the Merger Consideration), subject to applicable withholding.
Assuming that each holder exercised the Fundamental Change Repurchase Right, the Company would be obligated to make aggregate payments of approximately $336.1 million.
Assuming that each holder exercised the conversion right in connection with the Merger during the Make-Whole Conversion Period, the Company would be obligated to make aggregate payments of approximately $454.2 million.
Assuming that each holder exercised the conversion right in connection with the Merger during the Conversion Period but not during the Make-Whole Conversion Period, the Company would be obligated to make aggregate payments of approximately $379.9 million.
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The right of holders to convert their 2032 Notes is separate from the Fundamental Change Repurchase Right. Holders may only exercise either the Fundamental Change Repurchase Right or the conversion right.
This filing is for informational purposes only and does not constitute an offer to buy or the solicitation of an offer to sell the 2032 Notes. The offer to repurchase the 2032 Notes to the Fundamental Change Repurchase Right is being made only to a Tender Offer Statement on Schedule TO (including a Fundamental Change Repurchase Right Notice, Notice of Right to Convert, Notice of Reference Property to be Received Upon Conversion, Notice of Entry into Supplemental Indenture and Offer to Repurchase) that the Company has filed with the SEC and will distribute to holders. Holders and investors should read carefully the Tender Offer Statement on Schedule TO because it contains information, including the various terms of, and conditions to, the Fundamental Change Repurchase Right. Holders may obtain these documents free of charge from the SEC’s website at www.sec.gov or by contacting Stillwater at [email protected].
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About Stillwater Mining Company (NYSE:SWC)
Stillwater Mining Company is engaged in the development, extraction, processing, smelting and refining of palladium, platinum and associated metals, such as platinum group metals (PGM) produced by mining a geological formation in south-central Montana, the J-M Reef and recycling spent catalytic converters and other industrial sources. The Company operates through five segments: Mine Production, PGM Recycling, Canadian Properties, South American Properties and All Other. The Mine Production segment consists of two business components: the Stillwater Mine and the East Boulder Mine. The PGM Recycling segment recycles spent catalyst material to recover the PGMs contained in the material. The Canadian Properties segment consists mainly of the Marathon mineral property assets. The South American Properties segment consists of the Peregrine Metals Ltd. assets. The All Other segment consists of assets, including investments, revenues, and expenses of various corporate and support functions. Stillwater Mining Company (NYSE:SWC) Recent Trading Information
Stillwater Mining Company (NYSE:SWC) closed its last trading session at 0.0000 with 3,015,042 shares trading hands.
