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Stillwater Mining Company Secondary Offering and Exchangeable Notes Offering
12/14/2010
Davis Polk advised Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC, UBS Securities LLC and VTB Capital PLC as representatives of the underwriters in connection with an SEC-registered secondary offering of 40,813,222 shares of common stock of Stillwater Mining Company ("Stillwater"), including 3,813,222 additional shares from the selling stockholder pursuant to an over-allotment option. The total proceeds of the offering were approximately $796 million. The offering represented the sale by a wholly owned subsidiary of MMC Norilsk Nickel, the world’s largest producer of nickel and palladium, of its entire 49% stake in Stillwater.

Davis Polk also represented UBS Securities LLC in connection with the SEC-registered offering by UBS AG of its mandatorily exchangeable notes due 2012, exchangeable into a maximum of 11,250,000 shares of Stillwater common stock (the exchangeable notes), and the related sale by the selling stockholder to UBS AG of 9,000,000 shares of Stillwater common stock. UBS AG will be required to deliver shares of Stillwater common stock (or cash or a combination of cash and shares of Stillwater common stock of equivalent value) to holders of the exchangeable notes upon exchange. In addition, Davis Polk advised UBS AG as counterparty to a forward transaction entered into with Credit Suisse Capital LLC in connection with the exchangeable notes.

Stillwater is the only U.S. producer of palladium and platinum and is the largest primary producer of platinum group metals outside of South Africa and the Russian Federation. The company's shares are traded on the New York Stock Exchange under the symbol SWC.

The Davis Polk team included partner Michael Kaplan and associates Ross A. Oliver, Alain Kuyumjian and Hildegard van Zyl. Partner Mark M. Mendez and associates Marcel Fausten and Eric D. Wang provided derivatives advice. Partner Lucy W. Farr and associate Niya Tang provided tax advice. Partner Gail A. Flesher and associate Ona Oshen provided environmental advice. Joshua Sills was the legal assistant for the transaction. All members of the Davis Polk team are based in the New York office.