Item 7.01. Regulation FD Disclosure Stillwater Mining Company (the "Company") announced today that it intends to offer, subject to market and other conditions, $300 million aggregate principal amount of senior notes due 2016 (the "Notes") in a private offering that is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The interest rate and other terms of the Notes will be determined at the time of pricing of the offering. The Notes will be the Company's senior unsecured debt and will be guaranteed on a senior unsecured basis by certain of the Company's existing and future domestic subsidiaries. The Company intends to use the net proceeds from the offering, together with cash on hand, to fund the cash portion of the consideration for the acquisition of Peregrine Metals Ltd. with the remaining net proceeds used to advance the Company's existing development and expansion projects and other general corporate purposes. The offering is not conditioned on the consummation of the Peregrine acquisition, and to the extent the Peregrine acquisition is not consummated, all of the net proceeds from the offering will be used to advance the Company's existing development and expansion projects and for other general corporate purposes. The Notes and related guarantees will be offered only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside of the United States in accordance with Regulation S under the Securities Act. The Notes and the related guarantees have not been registered under the Securities Act or any other state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. Item 8.01. Other Events In connection with offer of the Notes described above in Item 1.01, Stillwater has provided certain updated risk factors to potential investors. The text of such risk factors is attached to this Report as Exhibit 99.2 and is incorporated by reference into this Item. Item 9.01. Financial Statements and Exhibits (a) Financial statements: None (b) Pro forma financial information: None (c) Shell company transactions: None (d) Exhibits 99.1 Press Release of Stillwater Mining Company dated September 19, 2011 99.2 Updated Risk Factors as of September 19, 2011 |