Item 1.01
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Entry into a Material Definitive Agreement.
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1.75% Convertible Senior Notes due 2032 (the
2032 Notes
) Second Supplemental Indenture
In connection with the closing of the Merger (as defined in
Item 2.01 of this Current Report on Form 8-K), Stillwater Mining Company (the
Company
) and Delaware Trust Company, as successor-in-interest to Law Debenture Trust Company of New York (the
Trustee
) entered
into a Second Supplemental Indenture, dated as of May 4, 2017 (the
2032 Notes
Second Supplemental Indenture
), to the Indenture, dated as of November 29, 2010 (the
2032 Notes
Base
Indenture
), by and between the Company and the Trustee, as amended and supplemented by that certain First Supplemental Indenture, dated as of October 17, 2012 (the
2032 Notes
First Supplemental Indenture
and,
together with the 2032 Notes Base Indenture, as amended and supplemented by the 2032 Notes First Supplemental Indenture and the 2032 Notes Second Supplemental Indenture, the
2032 Notes
Indenture
) relating to the 2032 Notes.
The 2032 Notes Second Supplemental Indenture provides that, at and after the effective time of the Merger (the
Effective
Time
), the right to convert each $1,000 principal amount of 2032 Notes is changed into a right to convert such principal amount of 2032 Notes into, and the consideration due upon conversion of each $1,000 principal amount of 2032 Notes
shall be solely, cash in an amount equal to the Applicable Conversion Rate (as defined in the 2032 Notes Indenture), as may be increased by Additional Shares (as defined in the 2032 Notes Indenture) pursuant to Section 10.03 of the 2032 Notes
First Supplemental Indenture, in effect on the relevant conversion date, multiplied by the Merger Consideration (as defined in Section 2.01 of this Current Report on Form 8-K).
The foregoing description of the 2032 Notes Second Supplemental Indenture is only a summary and is subject to, and entirely qualified by
reference to, the full text of the 2032 Notes Second Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.1 and is incorporated by reference herein.
1.875% Convertible Senior Notes due 2028 (the
2028 Notes
) First Supplemental Indenture
In connection with the closing of the Merger (as defined in Item 2.01 of this Current Report on Form 8-K), the Company and the Trustee
entered into a First Supplemental Indenture, dated as of May 4, 2017 (the
2028 Notes First Supplemental Indenture
), to the Indenture, dated as of March 12, 2008 (the
2028 Notes Base Indenture
and, as
amended and supplemented by the First Supplemental Indenture, the
2028 Notes Indenture
), by and between the Company and the Trustee, relating to the 2028 Notes.
The 2028 Notes First Supplemental Indenture provides that, at and after the Effective Time, the right to convert each $1,000 principal amount
of 2028 Notes is changed into a right to convert such principal amount of 2028 Notes into, and the consideration due upon conversion of each $1,000 principal amount of 2028 Notes shall be solely, cash in an amount equal to the Conversion Rate (as
defined in the 2028 Notes Base Indenture) in effect on the relevant conversion date, multiplied by the Merger Consideration (as defined in Section 2.01 of this Current Report on Form 8-K).
2
The foregoing description of the 2028 Notes First Supplemental Indenture is only a summary and is
subject to, and entirely qualified by reference to, the full text of the 2028 Notes First Supplemental Indenture, a copy of which is attached hereto as Exhibit 4.2 and is incorporated by reference herein).