By Abigail W. Adams
Portland, Me., Nov. 21 – Sibayne-Stillwater subsidiary Stillwater Mining Co. priced $500 million of five-year convertible notes at par on Tuesday with a coupon of 4.25% and an initial conversion premium of 32.5%, according to a company news release.
Absa Bank, BMO Capital Markets Corp., BofA Securities Inc. and Goldman Sachs & Co. LLC were joint global coordinators and joint bookrunners for the Regulation S offering.
The notes are non-callable until Dec. 19, 2026 and then subject to a soft call if the value of shares underlying a bond is equal to or greater than $260,000.
The notes are also subject to a clean-up call.
Holders of the convertible bonds will receive cash equal to the value of underlying shares upon conversion until shareholder approval of their conversion into ordinary shares.
If shareholder approval is not received at the general meeting to be held within nine months of the issue date, the company may redeem the bonds at the greater of 102% of the principal amount or 102% of their fair market value.
The notes will be guaranteed by Sibayne-Stillwater and subsidiaries Sibanye Gold Pty Ltd., Sibanye Rustenburg Platinum Mines Pty Ltd., Kroondal Operations Pty Ltd., Western Platinum Pty Ltd., and Eastern Platinum Pty Ltd.
RecycleOne Metals US Holdings Inc. will be substituted as the primary obligor for payment of the bonds after their issue date.
Proceeds will be used to advance the company’s growth strategy and help fund the acquisition of Abington Reldan Metals LLC.
Sibanye-Stillwater is a South African-based mining and metals processing group.
| Issuer: | Stillwater Mining Co.
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| Guarantors: | Sibayne-Stillwater and subsidiaries Sibanye Gold Pty Ltd., Sibanye Rustenburg Platinum Mines Pty Ltd., Kroondal Operations Pty Ltd., Western Platinum Pty Ltd., and Eastern Platinum Pty Ltd.
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| Amount: | $500 million
|
| Issue: | Senior guaranteed convertible bonds
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| Maturity: | Nov. 28, 2028
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| Bookrunners: | Absa Bank, BMO Capital Markets Corp., BofA Securities Inc. and Goldman Sachs & Co. LLC
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| Coupon: | 4.25%
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| Price: | Par
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| Yield: | 4.25%
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| Conversion premium: | 32.5%
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| Call options: | Non-callable until Dec. 19, 2026 and then subject to a soft call
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| Pricing date: | Nov. 21
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| Settlement date: | Nov. 28
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| Distribution: | Regulation S
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| Stock symbol: | JNB: SSW
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| Stock reference price: | VWAP on Nov. 21 converted into U.S. dollars based on USD-ZAR exchange rate
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| Market capitalization: | ZAR 66.49 billion
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