How close are we to breach?
0.58× vs <= 2.50×
0.0×1.0×2.0×2.50×
77% cushion · breach at +$4.08B debt or −77% EBITDA
§ I
Executive Summary All three maintenance-equivalent covenants are running with meaningful cushion.
| Covenant | Headline | Current | Threshold | Cushion | Status |
|---|---|---|---|---|---|
| Debt Incurrence § 4.09 |
76% cushion to the leverage ceiling | 0.58× | <= 2.50× | 77% | In Compliance |
| Permitted Liens § 4.12 |
1 computable · Plus 28 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns. | $550M | cap | — | In Compliance |
| Restricted Payments § 4.07 |
Ratio-conditional gate — currently open (unlimited RP) | — | ≤ 1.25× | — | In Compliance |
Running at 0.58x against a 2.50x ceiling, with ~76% cushion. $4.08B additional debt OR 77% EBITDA drop triggers breach. Covenant Quality scored 2.5/5 (debt 3, liens 1, RPs 3).
§ II
Covenant EBITDA Build-Up Bottom-up from audited Net Income to the §1.01 defined figure. Every basket cap and ratio test downstream depends on this number.
Waterfall — Indenture §1.01 'Consolidated EBITDA' (Indenture dated November 16, 2021; Stillwater Mining Company, Issuer; Sibanye Stillwater Limited, Guarantor; BNY Mellon, Trustee). Sibanye explicitly states its Adjusted EBITDA 'is based on the definitions included in the facility agreements for compliance with the debt covenant formula' (Note 20 footnote 1).
| §1.01 Clause | Component | Sign | Amount ($K) | Running |
|---|---|---|---|---|
| start | Profit before royalties, carbon tax and tax (FY2025) Note 20 reconciliation — R734M ÷ R18.32/US$ FY2025 averageStarting line per Sibanye's own covenant-EBITDA reconciliation (pre-royalties/tax level). Net loss FY2025 was R4,739M (~US$259M loss) per Note 18.2. | = | 40,000 | 40,000 |
| §1.01 EBITDA 1(c) D&A | Amortisation and depreciation Note 20, R9,367M | + | 511,000 | 551,000 |
| §1.01 EBITDA 1(a) interest | Interest income (already in starting line) Note 20, R(1,568)M | - | (86,000) | 465,000 |
| §1.01 EBITDA 1(a) interest | Finance expense (Consolidated Interest Expense) Note 20, R5,000M | + | 273,000 | 738,000 |
| §1.01 EBITDA 1(d) stock-based comp | Share-based payments Note 20, R2,114M | + | 115,000 | 853,000 |
| §1.01 EBITDA 1(f) non-cash/unusual | Loss on financial instruments (Burnstone + BEE FV losses) Note 20, R3,794M | + | 207,000 | 1,060,000 |
| §1.01 EBITDA 1(f) FX | Gain on foreign exchange differences Note 20, R(155)M | - | (8,000) | 1,052,000 |
| §1.01 EBITDA 1(b) equity-accounted | Share of results of equity-accounted investees (after tax) Note 20, R(337)M | - | (18,000) | 1,034,000 |
| §1.01 EBITDA 1(f) ARO accretion | Change in environmental rehabilitation obligation / right of recovery Note 20, R495M | + | 27,000 | 1,061,000 |
| §1.01 EBITDA 1(f) non-recurring | Loss on disposal of PPE Note 20, R14M | + | 1,000 | 1,062,000 |
| §1.01 EBITDA 1(e) impairments | Impairments and reversal of impairments (Keliber, Kloof) Note 20, R14,007M | + | 765,000 | 1,827,000 |
| §1.01 EBITDA 1(f) non-cash | Onerous contract provision release Note 20, R(124)M | - | (7,000) | 1,820,000 |
| §1.01 EBITDA 1(g) restructuring (within cap) | Restructuring costs Note 20, R247M | + | 13,000 | 1,833,000 |
| §1.01 EBITDA 1(h) transaction costs | Transaction and project costs (incl. R3,565M Appian settlement, Metallix acquisition) Note 20, R4,543M | + | 248,000 | 2,081,000 |
| §1.01 EBITDA 1(f) lease adj | Lease payments (IFRS 16 adjustment) Note 20, R(267)M | - | (15,000) | 2,066,000 |
| §1.01 EBITDA 1(f) occ. healthcare | Occupational healthcare obligation expense Note 20, R49M | + | 3,000 | 2,069,000 |
| §1.01 EBITDA 1(f) occ. healthcare adj | Occupational healthcare cash payments offset Note 20, R(142)M | - | (8,000) | 2,061,000 |
| §1.01 EBITDA 1(f) non-recurring | Corporate leadership costs (one-time) Note 20, R50M | + | 3,000 | 2,064,000 |
| §1.01 EBITDA 1(f) non-recurring | Gain on assets held for sale Note 20, R(16)M | - | (1,000) | 2,063,000 |
| §1.01 EBITDA 1(b) equity-accounted | Gain/increase in equity-accounted investment Note 20, R(5)M | - | (0) | 2,063,000 |
| TOTAL | Covenant EBITDA (reconciled from Note 20 at R18.32/US$ FY2025 average) | = | 2,063,000 |
Reconciliation
Indenture §1.01 'Consolidated EBITDA' (Indenture dated November 16, 2021; Stillwater Mining Company, Issuer; Sibanye Stillwater Limited, Guarantor; BNY Mellon, Trustee). Sibanye explicitly states its Adjusted EBITDA 'is based on the definitions included in the facility agreements for compliance with the debt covenant formula' (Note 20 footnote 1). (this page)
$2063.00M
Management-reported EBITDA
per investor presentation $2124.00M
per investor presentation $2124.00M
Δ
$-61.00M
Covenant EBITDA ≈ reported Adjusted EBITDA BY CONSTRUCTION. Sibanye explicitly states (Note 20 fn 1) that reported Adjusted EBITDA 'is based on the definitions included in the facility agreements for compliance with the debt covenant formula' — i.e., reported = covenant. The $61M (≈2.9%) delta is pure ZAR/USD translation: company uses R18.32/US$ FY2025 average; scenario's $2,124M implies ~R17.80/US$. No definitional difference identified. Scenario retains $2,124M — no recalibration needed.
Filing source
Sibanye-Stillwater — Operating and financial results, Six months and year ended 31 December 2025 (Form 6-K exhibit, filed 2026-02-20). Adjusted EBITDA reconciliation at Note 20.
§ 4.09
Debt Incurrence Limitation on Indebtedness
Definitional caveat
Indebtedness per the indenture is broader than company-reported debt (includes Disqualified Stock, Attributable Indebtedness, guarantees, hedging, securitization). Consolidated EBITDA per §1.01 may differ from reported or "adjusted" EBITDA — see the build-up above. True covenant leverage can shift modestly when reconciled to defined terms.
Effective Headroom
$6.83 B
$4082MRatio headroom
+
$2750MComputable baskets
=
$6,832MTotal capacity
Ratio Tests § 4.09(a)
| Test | Current | Threshold | Cushion | Capacity gauge | Status |
|---|---|---|---|---|---|
| Net Leverage Ratio
§ 4.09(a)(i) [4](i) the Net Leverage Ratio for the Company and its Restricted Subsidiaries does not exceed 2.50 to 1.00; and |
0.58× | <= 2.50× | 77% | In Compliance |
Permitted Baskets — Computable § 4.09(b) · 3 dollar-quantified
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (1) | Indebtedness under a Debt Facility | $2000M | the greater of (x) $2,000 million and (y) 19.0% of Total Assets |
$2000M cap |
4.09(b)(i) [7](i) Indebtedness of the Issuer or any of the Guarantors Incurred under a Debt Facility and the issuance and creation of letters of credit and bankers' acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount not to exceed the greater of (x) $2,000 million and (y) 19.0% of Total Assets; |
| (8) | Purchase money/Capital lease obligations | $250M | the greater of (x) $250.0 million and (y) 2.25% of Total Assets |
$250M cap |
4.09(b)(viii) [9](viii) Indebtedness (including Capitalized Lease Obligations) of the Company or any of its Restricted Subsidiaries Incurred to finance the purchase, design, lease, construction, repair, replacement or improvement of any property (real or personal), plant or equipment used or to be used in a Similar Business through the direct purchase of such property, plant or equipment or the purchase of Capital Stock of any Person owning such property, plant or equipment (including any Indebtedness deemed to be Incurred in connection with any such purchase), and any Indebtedness of the Company or any of its Restricted Subsidiaries that serves to refund or refinance any Indebtedness Incurred pursuant to this clause (viii), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (viii) and then outstanding, will not exceed the greater of (x) $250.0 million and (y) 2.25% of Total Assets at any time outstanding; |
| (18) | General Indebtedness | $500M | the greater of (x) $500.0 million and (y) 5.0% of Total Assets |
$500M cap |
4.09(b)(xviii) [8](xviii) in addition to the items referred to in clauses (i) through (xvii) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xviii) and then outstanding, will not exceed the greater of (x) $500.0 million and (y) 5.0% of Total Assets; |
| Σ Computable basket capacity | $2750M | sum of 3 dollar-quantified clauses | |||
Plus 15 qualitative baskets (unlimited / existing / refinancing / ratio-test) — not dollar-quantified here.
§ 4.12
Permitted Liens Limitation on Liens
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (28) | General Liens | $550M | the greater of (x) $550.0 million and (y) 5.00% of Total Assets |
$550M cap |
Permitted Liens (ab) [10](ab) Liens securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount not to exceed the greater of (x) $550.0 million and (y) 5.00% of Total Assets, at any time outstanding; and |
Plus 28 qualitative lien carve-outs (unlimited / existing / refinancing) — standard HY patterns.
§ 4.07
Restricted Payments Limitation on Restricted Payments
Permitted Baskets — Computable
| Clause | Basket | Resolved Cap | Formula | Capacity | Section |
|---|---|---|---|---|---|
| (6) | Repurchase of Capital Stock from employees or management | $10M | None |
$10M |
4.07(b)(vi) [14]provided, further, that such repurchases, redemptions or other acquisition, cancellation, payment upon vesting or retirements for value pursuant to this clause (vi) will not exceed $10.0 million in the aggregate during any calendar year (with any unused amounts in any calendar year being carried over to the immediately succeeding calendar year, not to exceed $20.0 million in any calendar year) |
| (11) | Dividends on Common Stock | $100M | None |
$100M |
4.07(b)(xi) [11](xi) the declaration and payment of dividends on the Company's Common Stock in an amount not to exceed $100.0 million in the aggregate for any twelve-month period; |
| (14) | General Restricted Payments | $50M | None |
$50M |
4.07(b)(xiv) [13](xiv) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xiv) (as reduced by the Fair Market Value returned from any such Restricted Payments that constituted Restricted Investments) not to exceed $50.0 million, |
Builder Basket § 4.07(a)(C) · cumulative capacity since Issue Date
Total gross capacity
$0M
Ratio-Conditional Gates unlimited if gate is open
Clause (13) · Ratio-based Restricted Payments
pro forma Net Leverage Ratio would not exceed 1.25 to 1.00
0.58× current <= 1.25× gate
In Compliance — Unlimited RP
§ III
Pro Forma Scenarios Leverage ratio under joint EBITDA × debt shocks. Green = open, amber = tight, red = warn/breach.
| EBITDA ↓ / Debt → | Base | +25% debt +$308M |
+50% debt +$615M |
+100% debt +$1230M |
+190% debt +$2337M |
|---|---|---|---|---|---|
| Base EBITDA $2124.0M |
0.58×77% cushion | 0.72×71% cushion | 0.87×65% cushion | 1.16×54% cushion | 1.68×33% cushion |
| −10% EBITDA $1911.6M |
0.64×74% cushion | 0.80×68% cushion | 0.97×61% cushion | 1.29×49% cushion | 1.87×25% cushion |
| −20% EBITDA $1699.2M |
0.72×71% cushion | 0.90×64% cushion | 1.09×57% cushion | 1.45×42% cushion | 2.10×16% cushion |
| −50% EBITDA $1062.0M |
1.16×54% cushion | 1.45×42% cushion | 1.74×31% cushion | 2.32×7% cushion | 3.36×BREACH |
| −80% EBITDA $424.8M |
2.90×BREACH | 3.62×BREACH | 4.34×BREACH | 5.79×BREACH | 8.40×BREACH |
Open · ≥30% cushion
Tight · 15–30%
Warn · 0–15%
Breach
EBITDA gets us first. Solo EBITDA shock of −77% trips leverage; solo debt shock requires +$4080M.
§ IV
Sources & Verbatim Citations Every computed figure traces to a specific clause and page in the source indenture.
SOURCE 2021-11-16__senior-notes-2026-2029__indenture.htm
EXTRACTED 2026-04-23 09:29 UTC
- 4.07(a)(iv)(C)(1) · p. 60(1) 50% of Consolidated Net Income for the period (treated as one accounting period) from January 1, 2017 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which internal financial statements are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); plus
- 4.07(a)(iv)(C)(2) · p. 60(2) 100% of the aggregate Net Cash Proceeds or Fair Market Value of assets received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Existing Notes Issue Date
- 4.09(a)(i) · p. 66(i) the Net Leverage Ratio for the Company and its Restricted Subsidiaries does not exceed 2.50 to 1.00; and
- 4.09(a)(i) · p. 66(i) the Net Leverage Ratio for the Company and its Restricted Subsidiaries does not exceed 2.50 to 1.00; and
- None · p. 1INDENTURE Dated as of November 16, 2021
- None · p. 1SIBANYE STILLWATER LIMITED as a Guarantor STILLWATER MINING COMPANY as Issuer and THE OTHER GUARANTORS NAMED ON THE SIGNATURE PAGES HERETO and THE BANK OF NEW YORK MELLON, LONDON BRANCH as Trustee 4.000% SENIOR NOTES DUE 2026 4.500% SENIOR NOTES DUE 2029
- 4.09(b)(i) · p. 66(i) Indebtedness of the Issuer or any of the Guarantors Incurred under a Debt Facility and the issuance and creation of letters of credit and bankers' acceptances thereunder (with undrawn trade letters of credit and reimbursement obligations relating to trade letters of credit satisfied within 30 days being excluded, and bankers' acceptances being deemed to have a principal amount equal to the face amount thereof) in an aggregate amount not to exceed the greater of (x) $2,000 million and (y) 19.0% of Total Assets;
- 4.09(b)(xviii) · p. 69(xviii) in addition to the items referred to in clauses (i) through (xvii) above, Indebtedness of the Company and its Restricted Subsidiaries in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (xviii) and then outstanding, will not exceed the greater of (x) $500.0 million and (y) 5.0% of Total Assets;
- 4.09(b)(viii) · p. 68(viii) Indebtedness (including Capitalized Lease Obligations) of the Company or any of its Restricted Subsidiaries Incurred to finance the purchase, design, lease, construction, repair, replacement or improvement of any property (real or personal), plant or equipment used or to be used in a Similar Business through the direct purchase of such property, plant or equipment or the purchase of Capital Stock of any Person owning such property, plant or equipment (including any Indebtedness deemed to be Incurred in connection with any such purchase), and any Indebtedness of the Company or any of its Restricted Subsidiaries that serves to refund or refinance any Indebtedness Incurred pursuant to this clause (viii), in an aggregate outstanding principal amount which, when taken together with the principal amount of all other Indebtedness Incurred pursuant to this clause (viii) and then outstanding, will not exceed the greater of (x) $250.0 million and (y) 2.25% of Total Assets at any time outstanding;
- Permitted Liens (ab) · p. 22(ab) Liens securing Indebtedness (other than Subordinated Obligations and Guarantor Subordinated Obligations) in an aggregate principal amount not to exceed the greater of (x) $550.0 million and (y) 5.00% of Total Assets, at any time outstanding; and
- 4.07(b)(xi) · p. 63(xi) the declaration and payment of dividends on the Company's Common Stock in an amount not to exceed $100.0 million in the aggregate for any twelve-month period;
- 4.07(b)(xiii) · p. 63(xiii) any other Restricted Payment so long as after giving effect to such Restricted Payment on a pro forma basis, the Net Leverage Ratio would not exceed 1.25 to 1.00; and
- 4.07(b)(xiv) · p. 64(xiv) other Restricted Payments in an aggregate amount, when taken together with all other Restricted Payments made pursuant to this clause (xiv) (as reduced by the Fair Market Value returned from any such Restricted Payments that constituted Restricted Investments) not to exceed $50.0 million,
- 4.07(b)(vi) · p. 62provided, further, that such repurchases, redemptions or other acquisition, cancellation, payment upon vesting or retirements for value pursuant to this clause (vi) will not exceed $10.0 million in the aggregate during any calendar year (with any unused amounts in any calendar year being carried over to the immediately succeeding calendar year, not to exceed $20.0 million in any calendar year)