Ssr Mining Inc SC TO-I/A, filed Feb 3, 2020
Ssr Mining Inc. (SSRM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
SSR MINING INC.
(Name of Subject Company (Issuer))
SSR MINING INC.
(Name of Filing Person (Issuer))
2.875% Convertible Senior Notes due 2033
(Title of Class of Securities)
82823L AC0
(CUSIP Number of Class of Securities)
Gregory J. Martin
Senior Vice President and Chief Financial Officer
Suite 800 – 1055 Dunsmuir Street
Vancouver, British Columbia V7X 1G4
(604) 689-3846
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
CALCULATION OF FILING FEE
| Transaction Valuation*: | Amount of Filing Fee**: | |
| $115,000,000 | $14,927 | |
| * | Estimated solely for purposes of calculating the filing fee. The repurchase price of the 2.875% Convertible Senior Notes due 2033 (the “Notes”), as described herein, is calculated as $115,000,000, representing 100% of the principal amount of Notes outstanding as of December 30, 2019. |
| ** | 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 2020, issued August 23, 2019, by multiplying the transaction value by 0.00012980. |
| ☒ | 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: $14,927 | Filing Party: SSR Mining Inc. | |
| Form or Registration No.: Schedule TO-I (File No. 005-51837) | Date Filed: December 30, 2019 |
| ☐ | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes 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) |
This Amendment No. 1 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO (the “Schedule TO”) filed by SSR Mining Inc. (formerly Silver Standard Resources Inc.), a British Columbia company (the “Company”), with the Securities and Exchange Commission on December 30, 2019 relating to the Company’s 2.875% Convertible Senior Notes due 2033 (the “Notes”) and the right of each holder of the Notes to require the Company to repurchase 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 (the “Notice”).
The information contained in the Notice, including all annexes thereto, which were previously filed with the Schedule TO, is hereby expressly incorporated by reference into this Amendment, except that such information is hereby amended and supplemented to the extent specifically provided herein.
All capitalized terms used but not specifically defined in this Amendment shall have the meanings given to such terms in the Notice.
| Item 4 | Terms of the Transaction |
Item 4 of the Schedule TO is hereby amended and supplemented as follows:
“The Put Option expired at 5:00 p.m., New York City time, on Friday, January, 31, 2020. As of the expiration of the Put Option, $49,000 aggregate principal amount of the Notes, representing approximately 0.043% of the outstanding Notes were validly surrendered for purchase (and not validly withdrawn). The Company has accepted for purchase all of the Notes that were validly surrendered for purchase (and not validly withdrawn).
After the commencement of the Put Option and prior to the expiration thereof, $4,000 aggregate principal amount of the Notes were converted into the Company’s Common Shares in accordance with the terms of the Notes and the Indenture.
Accordingly, following the settlement of the Put Option, $114,947,000 aggregate principal amount of the Notes remain outstanding.
A copy of the press release announcing the final results of the Company’s offer to repurchase the Notes is filed as Exhibit (a)(5)(B) and incorporated herein by reference.”
| Item 12 | Exhibits |
Item 12 is amended and supplemented to include the following exhibit:
| Exhibit No. |
Description | |
| (a)(5)(B)* | Press release announcing expiration and final results of the repurchase at option of holders of the Company’s 2.875% Convertible Senior Notes Due 2033 dated January 31, 2020. | |
| * | Filed herewith |
SIGNATURE
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.
| Date: January 31, 2020 | ||||||
| SSR Mining Inc. | ||||||
| By: | /s/ Gregory J. Martin | |||||
| Name: | Gregory J. Martin | |||||
| Title: | Senior Vice President and Chief Financial Officer | |||||
EXHIBIT INDEX
| Exhibit |
Description | |
| (a)(5)(B)* | Press release announcing expiration of the repurchase at option of holders of the Company’s 2.875% Convertible Senior Notes Due 2033 dated January 31, 2020 | |
| * | Filed herewith |
Exhibit (a).(5).(B)
|
|
News Release 20-04 |
January 31, 2020
SSR MINING ANNOUNCES EXPIRATION AND FINAL RESULTS
OF REPURCHASE AT OPTION OF HOLDERS OF
2.875% CONVERTIBLE SENIOR NOTES DUE 2033
VANCOUVER, B.C. – SSR Mining Inc. (NASDAQ: SSRM) (TSX: SSRM) (“SSR Mining”) today announces the results of the repurchase at the option of holders of our 2.875% Senior Convertible Notes due 2033 (CUSIP No. 82823L AC0) (the “Notes”) issued pursuant to the Indenture governing the Notes, dated as of January 16, 2013 between SSR Mining and The Bank of New York Mellon, as trustee (the “Indenture”), pursuant to which each holder (each a “Holder”) had the right (the “Put Option”) to require SSR Mining to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000 principal amount, on February 1, 2020. The Put Option expired at 5:00 p.m., New York City time, on January 31, 2020 and was not extended.
We have been advised by The Bank of New York Mellon, the paying agent for the Notes, that as of the expiration of the Put Option, $49,000 aggregate principal amount of the Notes, representing approximately 0.043% of the outstanding Notes were validly surrendered for purchase (and not validly withdrawn). We have accepted for purchase all of the Notes that were validly surrendered for purchase (and not validly withdrawn).
After the commencement of the Put Option and prior to the expiration thereof, $4,000 aggregate principal amount of the Notes were converted into our common shares in accordance with the terms of the Notes and the Indenture.
Accordingly, following the settlement of the Put Option, $114,947,000 aggregate principal amount of the Notes remain outstanding. The remaining outstanding Notes are callable by SSR Mining at par, plus accrued and unpaid interest thereon, if any, at any time at our election giving due notice, in accordance with the terms and conditions of the Indenture.
About SSR Mining
SSR Mining Inc. is a Canadian-based precious metals producer with three operations, including the Marigold gold mine in Nevada, U.S., the Seabee Gold Operation in Saskatchewan, Canada and Puna Operations in Jujuy, Argentina. We also have two feasibility stage projects and a portfolio of exploration properties in North and South America. We are committed to delivering safe production through relentless emphasis on Operational Excellence. We are also focused on growing production and Mineral Reserves through the exploration and acquisition of assets for accretive growth, while maintaining financial strength.
SOURCE: SSR Mining Inc.
| SSR Mining Inc. | PHONE +1 604.689.3846 |
Suite 800 - 1055 Dunsmuir Street | ||
| www.ssrmining.com | TOLL FREE +1 888.338.0046 |
PO Box 49088 | ||
| Vancouver, BC, Canada V7X 1G4 |
For further information contact:
W. John DeCooman, Jr.
Senior Vice President, Business Development and Strategy
SSR Mining Inc.
Vancouver, BC
Toll free: +1 (888) 338-0046
All others: +1 (604) 689-3846
E-Mail: invest@ssrmining.com
To receive SSR Mining’s news releases by e-mail, please register using the SSR Mining website at www.ssrmining.com.
Cautionary Note Regarding Forward-Looking Statements
This news release contains forward-looking information within the meaning of Canadian securities laws and forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995 (collectively, “forward-looking statements”) concerning the anticipated developments in our operations in future periods, and other events or conditions that may occur or exist in the future. All statements, other than statements of historical fact, are forward-looking statements. Generally, forward-looking statements can be identified by the use of words or phrases such as “expects,” “anticipates,” “plans,” “projects,” “estimates,” “assumes,” “intends,” “strategy,” “goals,” “objectives,” “potential,” “believes,” or variations thereof, or stating that certain actions, events or results “may,” “could,” “would,” “might” or “will” be taken, occur or be achieved, or the negative of any of these terms or similar expressions. The forward-looking statements in this news release relate to, among other things, statements regarding the Put Option and the redemption of any remaining outstanding Notes by us. These forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ from those expressed or implied, including, without limitation, the following: general market conditions, including market factors affecting the price of bonds and equity securities; the amount of cash generated from the business; prevailing interest rates; and those various risks and uncertainties identified under the heading “Risk Factors” in our most recent Annual Information Form filed with the Canadian securities regulatory authorities and included in our most recent Annual Report on Form 40-F filed with the U.S. Securities and Exchange Commission. Our forward-looking statements are based on what our management considers to be reasonable assumptions, beliefs, expectations and opinions based on the information currently available to it. We cannot assure you that actual events, performance or results will be consistent with these forward-looking statements, and management’s assumptions may prove to be incorrect. Our forward-looking statements reflect current expectations regarding future events and speak only as of the date hereof and we do not assume any obligation to update forward-looking statements if circumstances or management’s beliefs, expectations or opinions should change other than as required by applicable law. For the reasons set out above, you should not place undue reliance on forward-looking statements.
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