As required by the Indenture, dated as of January 16, 2013 (the
Indenture) among SSR Mining Inc. (formerly Silver Standard Resources Inc.), a British Columbia company (the Company), and The Bank of New York Mellon, a banking corporation organized under the laws of the State
of New York (the Trustee), relating to the Companys 2.875% Convertible Senior Notes due 2033 (the Notes), this Tender Offer Statement on Schedule TO (Schedule TO) is being filed by the
Company, with respect to the right of each holder (each, a Holder) of the Notes to require the Company to purchase, at the Holders option (the Put Option), 100% of the principal amount of the Notes, plus
accrued and unpaid interest thereon to, but excluding, February 1, 2020, pursuant to the terms and conditions of the Option Purchase Notice to Holders of 2.875% Convertible Senior Notes due 2033, dated December 30, 2019 (as it may be
amended and supplemented from time to time, the Notice), attached hereto as Exhibit (a)(1)(A), the Indenture and the Notes. Pursuant to the terms of the Indenture, on February 1, 2020, the Company will pay the semi-annual
interest due on the Notes through January 31, 2020, to Holders of record on January 15, 2020, of all Notes in the usual manner regardless of whether the Put Option is exercised with respect to such Notes. As a result, there will be no
accrued and unpaid interest payable on the Notes in connection with the Put Option.
The information contained in the Notice, filed
herewith as Exhibit (a)(1)(A), is hereby incorporated by reference in response to all the items of this Schedule TO.
Item 1
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Summary Term Sheet
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The information under the heading Summary Term Sheet, included in Exhibit (a)(1)(A) is incorporated by reference herein.
Item 2
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Subject Company Information
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(a)
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The name of the issuer is SSR Mining Inc. (formerly Silver Standard Resources Inc.). The address of the
issuers principal executive offices is Suite 800 1055 Dunsmuir Street, Vancouver, British Columbia V7X 1G4. The telephone number at the principal executive offices is (604) 689-3846.
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(b)
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The information under the heading Market for the Notes and the Companys Common Shares,
included in Exhibit (a)(1)(A) is incorporated by reference herein.
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(c)
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The information under the heading Market for the Notes and the Companys Common Shares,
included in Exhibit (a)(1)(A) is incorporated by reference herein.
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Item 3
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Identity and Background of the Filing Person
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This is an issuer tender offer. The information set forth in Item 2(a) above and under the heading Information Concerning the
Company and Annex C to Exhibit (a)(1)(A) is incorporated by reference herein.
Item 4
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Terms of the Transaction
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(a)
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The information set forth under the headings Summary Term Sheet and Information Concerning
the Notes included in Exhibit (a)(1)(A) is incorporated by reference herein.
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(b)
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The information set forth under the heading Interests of the Directors, Executive Officers and Affiliates
of the Company in the Notes included in Exhibit (a)(1)(A) is incorporated by reference herein.
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Item 5
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Past Contacts, Transactions, Negotiations and Agreements
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The information set forth under the headings Agreements Involving the Companys Notes and Available Information and
Incorporation of Certain Documents by Reference included in Exhibit (a)(1)(A) is incorporated by reference herein.
The Company
also maintains certain plans and agreements with respect to its equity securities, and is party to agreements with respect to its debt securities. These plans and agreements are included as exhibits to this Schedule TO. For a description of the
material terms of these plans and agreements, see the Companys Registration Statement on Form S-8 filed with the SEC on December 14, 2012; Registration Statement on Form S-8 filed with the SEC on May 20, 2014; Registration Statement on Form S-8 filed with the SEC on August 19, 2017; Current Report on Form 8-A/A furnished to the SEC on September 25, 2018; Annual Report on Form 40-F for the fiscal year ended December 31, 2018, filed with the SEC on March 11, 2019;
and Current Report on Form 6-K furnished to the SEC on March 26, 2019 or the exhibits to the filings incorporated by reference above.
Item 6
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Purposes of the Transaction and Plans or Proposals
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(a)
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The information set forth under the heading Information Concerning the Notes included in
Exhibit (a)(1)(A) is incorporated by reference herein.
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