SWC Stillwater Mining Company ($0.01 Par Value) (delisted)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE TO

(Amendment No. 2)

Tender Offer Statement under Section 14(d)(1) or Section 13(e)(1)

of the Securities Exchange Act of 1934

 

 

STILLWATER MINING COMPANY

(Name of Subject Company (Issuer))

 

 

STILLWATER MINING COMPANY

(Name of Filing Persons (Issuer))

 

 

1.75% Convertible Senior Notes due 2032

(Title of Class of Securities)

86074Q AL6

(CUSIP Number of Class of Securities)

 

 

Michael J. McMullen

Stillwater Mining Company

26 West Dry Creek Circle, Suite 400

Littleton, Colorado 80120

(406) 373-8700

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

 

 

with copies to:

Lucy Schlauch Stark

Holland & Hart LLP

555 Seventeenth Street, Suite 3200

Denver, Colorado 80202

Telephone: (303) 295-8000

 

 

CALCULATION OF FILING FEE

 

Transaction valuation*		Amount of filing fee**
$336,127,520.83		$38,957.18

*

Estimated solely for purposes of calculating the filing fee. The repurchase price of the 1.75% Convertible Senior Notes due 2032 (the “2032 Notes”), as described herein, is calculated as the sum of (i) $335,150,000, representing 100% of the principal amount of the 2032 Notes outstanding as of May 15, 2017, plus (ii) $977,520.83, representing accrued but unpaid interest on the 2032 Notes up to, but excluding, June 15, 2017.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2017, issued August 31, 2016, by multiplying the transaction valuation by 0.0001159.

 

☒	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

Amount Previously Paid: $38,957.18		Filing Party: Stillwater Mining Company
Form or Registration No.: Schedule TO-I		Date Filed: May 17, 2017

 

☐	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

☐

third-party tender offer subject to Rule 14d-1.

☒

issuer tender offer subject to Rule 13e-4.

☐

going-private transaction subject to Rule 13e-3.

☐

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ☐

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

 

☐

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

☐

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

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This Amendment No. 2 (this “ Amendment ”) amends and supplements the Tender Offer Statement on Schedule TO-I filed by Stillwater Mining Company, a Delaware corporation (the “ Company ”), with the Securities and Exchange Commission (the “ SEC ”), on May 17, 2017, as amended and supplemented by that Amendment No. 1 to the Schedule TO filed by the Company with the SEC on June 6, 2017 (the “ Schedule TO’ ), with respect to the right of each holder (each, a “ Holder ”) of the Company’s 1.75% Convertible Senior Notes due 2032 (the “ Notes ”) at the Holder’s option, to require the Company to repurchase for cash such Holder’s 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 ”), at a price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest thereon, if any, to, but excluding, the Fundamental Change Repurchase Date, pursuant to the terms and conditions of the 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, dated May 17, 2017 (as amended and supplemented by that Amendment No. 1 to the Schedule TO, the “ Notice ”), and filed as Exhibit (a)(1) to the Schedule TO, the indenture governing the Notes and the Notes.

The Schedule TO was, and this Amendment is, intended to satisfy the disclosure requirements of Rule 13e-4 (c)(2) under the Securities Exchange Act of 1934, as amended. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Notice.

Except to the extent specifically provided in this Amendment and Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by the Company with the SEC on June 6, 2017, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference as relevant to the items in this Amendment.

Items 1 through 9 and Item 11.

The Notice and Items 1 through 9 and Item 11 of the Schedule TO, to the extent such items incorporate by reference the information contained in the Notice, are hereby amended and supplemented as follows:

“In accordance with the terms in the Notice, the Fundamental Change Repurchase Right expired immediately after 12:01 a.m., New York City time on June 15, 2017 (the “ Expiration Time ”) and was not extended. The Company has been advised by Continental Stock Transfer & Trust Company, as Paying Agent, that no Notes were validly surrendered for repurchase pursuant to the Fundamental Change Repurchase Right prior to the Expiration Time, and that $334,887,000 aggregate principal amount of the Notes representing 99.92% of the principal amount of outstanding Notes, elected to convert their Notes during the Conversion Period or the Make-Whole Conversion Period. The Company has also been advised that $263,000 aggregate principal amount of the Notes remain outstanding (after giving effect to conversions of Notes converted during the Conversion Period or the Make-Whole Conversion Period). The aggregate consideration for the validly surrendered Notes of approximately $453.8 million will be delivered promptly.”

Item 10. Financial Statements

Not applicable.

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Item 12. Exhibits

 

Exhibit No.		Description
(a)(1)		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, dated May 17, 2017, to Holders of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule TO filed by Stillwater Mining Company with the Securities and Exchange Commission on May 17, 2017)
(a)(5)(A)		Notice of Anticipated Merger Effective Date; Notice of Right to Convert, dated April 26, 2017, to Holders of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 26, 2017)
(a)(5)(B)		Press release of Stillwater Mining Company dated June 6, 2017 (incorporated by reference to Exhibit (a)(5)(B) to the Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by Stillwater Mining Company with the Securities and Exchange Commission on June 6, 2017)
(b)		None
(c)		None
(d)(1)		Indenture, dated November 29, 2010, by and between Stillwater Mining Company and Delaware Trust Company, successor to Law Debenture Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed by Stillwater Mining Company with the Securities and Exchange Commission on November 29, 2010)
(d)(2)		First Supplemental Indenture, dated as of October 17, 2012, by and between Stillwater Mining Company and Delaware Trust Company, successor to Law Debenture Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on October 17, 2012)
(d)(3)		Second Supplemental Indenture, dated as of May 4, 2017, by and between Stillwater Mining Company and Delaware Trust Company, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on May 4, 2017)
(d)(4)		Form of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on October 17, 2012)
(d)(5)		Agreement and Plan of Merger, dated December 9, 2016, by and among Stillwater Mining Company, Sibanye Gold Limited, Thor US Holdco Inc. and Thor Mergco Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on December 9, 2016)
(g)		None
(h)		None

Item 13. Information Required by Schedule 13E-3

Not applicable.

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SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  June 15, 2017

 

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EXHIBIT INDEX

 

Exhibit No.		Description
(a)(1)		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, dated May 17, 2017, to Holders of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit (a)(1) to the Tender Offer Statement on Schedule TO filed by Stillwater Mining Company with the Securities and Exchange Commission on May 17, 2017)
(a)(5)(A)		Notice of Anticipated Merger Effective Date; Notice of Right to Convert, dated April 26, 2017, to Holders of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on April 26, 2017)
(a)(5)(B)		Press release of Stillwater Mining Company dated June 6, 2017 (incorporated by reference to Exhibit (a)(5)(B) to the Amendment No. 1 to the Tender Offer Statement on Schedule TO filed by Stillwater Mining Company with the Securities and Exchange Commission on June 6, 2017)
(b)		None
(c)		None
(d)(1)		Indenture, dated November 29, 2010, by and between Stillwater Mining Company and Delaware Trust Company, successor to Law Debenture Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Registration Statement on Form S-3 filed by Stillwater Mining Company with the Securities and Exchange Commission on November 29, 2010)
(d)(2)		First Supplemental Indenture, dated as of October 17, 2012, by and between Stillwater Mining Company and Delaware Trust Company, successor to Law Debenture Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on October 17, 2012)
(d)(3)		Second Supplemental Indenture, dated as of May 4, 2017, by and between Stillwater Mining Company and Delaware Trust Company of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on May 4, 2017)
(d)(4)		Form of 1.75% Convertible Senior Notes due 2032 (incorporated by reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on October 17, 2012)
(d)(5)		Agreement and Plan of Merger, dated December 9, 2016, by and among Stillwater Mining Company, Sibanye Gold Limited, Thor US Holdco Inc. and Thor Mergco Inc. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Stillwater Mining Company with the Securities and Exchange Commission on December 9, 2016)
(g)		None
(h)		None