Akin Gump Strauss Hauer & Feld LLP is advising UK company Norimet and its Russian parent company MMC Norilsk Nickel, one of the largest global mining companies and the world’s largest producer of nickel, on the tax and legal aspects of the US$970 million sale of its entire stake in Stillwater Mining Company.
MMC Norilsk Nickel, Stillwater’s majority shareholder, sold 37 million shares in the company through an underwritten secondary public offering at $19.50 per share (the ‘Common Offering’) as well as 9 million shares to UBS Securities LLC in connection with the closing of a public offering by UBS AG of Mandatorily Exchangeable Notes due 2012. The deal was announced on 13 December, 2010.
Additionally, the underwriters of the Common Offering announced that they were exercising their over-allotment option to purchase an additional 3.8 million shares of Stillwater’s common stock at the Common Offering price. In all, MMC Norilsk sold 49.8 million shares in Stillwater.
Stillwater is the sole U.S. producer of palladium.
Partners Ilya Rybalkin and Richard Wilkie of Akin Gump’s Moscow office and Bruce Mendelsohn in New York advised Norimet and MMC Norilsk on this highly complex global transaction with assistance from a team of lawyers in the firm’s Moscow, New York, London, Geneva, Houston and Washington offices.
Сredit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC and VTB Capital PLC acted as joint bookrunning managers for the underwritten public offering of the common stock.
UBS Securities LLC was the sole bookrunner and underwriter for the exchangeable notes offering.
Stillwater was advised by Skadden, Arps, Slate, Meagher & Flom LLP. The underwriters were advised by Davis Polk & Wardwell LLP.
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