Coeur Mining, Inc. (NYSE:CDE) Files An 8-K Entry into a Material Definitive Agreement

Indenture

On May 31, 2017, Coeur Mining, Inc. (the Company) completed an
offering of $250 million in aggregate principal amount of its
5.875% Senior Notes due 2024 (the Notes) in a private placement
conducted to Rule 144A and Regulation S under the Securities Act
of 1933, as amended (the Securities Act).

The Notes are governed by an Indenture, dated as of May 31, 2017
(the Indenture), among the Company, as issuer, certain of the
Companys subsidiaries named therein, as guarantors thereto (the
Guarantors), and The Bank of New York Mellon, as trustee (the
Trustee). The Indenture, which includes the form of the Notes, is
attached hereto as Exhibit 4.1 and is incorporated herein by
reference. The description of the Indenture and the Notes in this
report are summaries only and are qualified in their entirety by
the terms of the Indenture and the Notes, respectively.

The Company intends to use the net proceeds from the offering of
the Notes (i) to pay the purchase price and tender premium for
the $118,075,000 aggregate principal amount of the Company’s
outstanding 2021 Notes (the 2021 Notes) that were validly
tendered by holders (and not validly withdrawn) and accepted by
the Company for purchase to the Company’s concurrent Tender
Offer (as described below), (ii) to pay the redemption price to
redeem the $59,922,000 aggregate principal amount of 2021 Notes
that were not so tendered (as described below) and (iii) to pay
the fees and expenses in connection with the offering of the
Notes, the concurrent Tender Offer and the redemption of the 2021
Notes. The Company intends to use any excess proceeds for general
corporate purposes.

The Notes are the Companys unsecured senior obligations and rank
equally in right of payment with all of its existing and future
unsecured senior debt and rank senior in right of payment to all
of its existing and future subordinated debt. The Notes are
effectively subordinated to any of the Companys existing and
future secured debt to the extent of the value of the assets
securing such debt. Initially, the Companys obligations under the
Notes are jointly and severally guaranteed by the all of the
Companys wholly-owned domestic subsidiaries that are restricted
subsidiaries and not immaterial subsidiaries. In addition, each
of the Companys restricted subsidiaries that guarantees other
indebtedness that exceeds $20.0 million aggregate principal
amount, will be required to guarantee the Notes in the future.
The guarantees rank equally in right of payment to all of the
Guarantors existing and future unsecured senior debt and senior
in right of payment to all of the Guarantors existing and future
subordinated debt. The guarantees are effectively subordinated to
any of the Guarantors existing and future secured debt to the
extent of the value of the assets securing such debt. The Notes
are also structurally subordinated to the liabilities of
subsidiaries of the Company that have not guaranteed the Notes.

The Notes bear interest at a rate of 5.875% per year from the
date of issuance. Interest on the Notes is payable semi-annually
in arrears on June 1 and December 1 of each year, commencing on
December 1, 2017. The Company will make each interest payment to
the holders of record of the Notes on the immediately preceding
May 15 and November 15. In certain circumstances the Company may
be required to pay additional interest.

At any time prior to June 1, 2020, the Company may redeem all or
part of the Notes upon not less than 30 nor more than 60 days
prior notice at a redemption price equal to the sum of (i) 100%
of the principal amount thereof, plus (ii) a make-whole premium
as of the date of redemption, plus (iii) accrued and unpaid
interest and additional interest, if any, thereon, to the date of
redemption. In addition, the Company may redeem some or all of
the Notes on or after June 1, 2020, at redemption prices set
forth in the Indenture, together with accrued and unpaid
interest. At any time prior to June 1, 2020, the Company may use
the proceeds of certain equity offerings to redeem up to 35% of
the aggregate principal amount of the Notes, including any
permitted additional Notes, at a redemption price equal to
105.875% of the principal amount.

Upon the occurrence of a Change of Control (as defined in the
Indenture), unless the Company has exercised its right to redeem
the Notes, each holder of Notes will have the right to require
the Company to repurchase all or a portion of such holders Notes
at a price equal to 101% of the principal amount thereof, plus
accrued and unpaid interest, if any, to the date of repurchase.

If the Company or its restricted subsidiaries sell assets under
certain circumstances specified in the Indenture and do not use
the proceeds for certain specified purposes, the Company must
offer to use certain net proceeds therefrom to repurchase the
Notes and other debt that ranks equal in right of payment to the
Notes on a pro rata basis. The purchase price of the Notes will
be equal to the 100% of the principal amount of the Notes
repurchased, plus accrued and unpaid interest, if any, to the
applicable date of repurchase.

The Indenture contains covenants that, among other things, limit
the Companys ability under certain circumstances to incur
additional indebtedmess, pay dividends or make other
distributions or repurchase or redeem capital stock, prepay,
redeem or repurchase certain debt, make loans and investments,
create liens, sell, transfer or otherwise dispose of assets,
enter into transactions with affiliates, enter into agreements
restricting the Company’s subsidiaries’ ability to pay
dividends and impose conditions on the Companys ability to engage
in mergers, consolidations and sales of all or substantially all
of its assets.

The Indenture also contains certain Events of Default (as defined
in the Indenture) customary for indentures of this type. If an
Event of Default has occurred and is continuing, the Trustee or
the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding may, and the Trustee at the request of
the holders of not less than 25% in aggregate principal amount of
the Notes then outstanding shall, declare all unpaid principal
of, premium, if any, and accrued interest on all the Notes to be
due and payable.

Registration Rights Agreement

In connection with the sale of the Notes, the Company entered
into a Registration Rights Agreement, dated as of May 31, 2017
(the Registration Rights Agreement), with the Guarantors and
Goldman Sachs Co. LLC, as initial purchaser of the Notes. Under
the Registration Rights Agreement, the Company and the Guarantors
have agreed, to (i) file a registration statement (the Exchange
Offer Registration Statement) with the United States Securities
and Exchange Commission (the SEC) with respect to a registered
offer (the Exchange Offer) to exchange the Notes for new notes of
the Company having terms substantially identical in all material
respects to the Notes (the Exchange Notes), (ii) to use their
commercially reasonable efforts to cause the Exchange Offer to be
completed on or prior to November 27, 2017 and (iii) to commence
the Exchange Offer and use their commercially reasonable efforts
to issue on or prior to 35 business days, or longer, if required
by applicable securities laws, after the date on which the
Exchange Offer Registration Statement was declared effective by
the SEC, the Exchange Notes in exchange for all Notes tendered
prior thereto in the Exchange Offer.

If the Exchange Offer is not consummated, under certain
circumstances and within specified time periods, the Company and
the Guarantors are required to file a shelf registration
statement (the Shelf Registration Statement) covering resales of
the Notes, use their commercially reasonable efforts to cause the
Shelf Registration Statement to be declared effective and to keep
the Shelf Registration Statement effective until such time as the
Notes cease to be registrable securities.

Subject to certain limitations, the Company and the Guarantors
will be required to pay the holders of the Notes special interest
on the Notes if (i) the Exchange Offer is not completed on or
prior to November 27, 2017, (ii) the Company and the Guarantors
fail to file any Shelf Registration Statement required by the
Registration Rights Agreement on or before the date specified for
such filing, (iii) any such Shelf Registration Statement is not
declared effective by the SEC prior to the date specified for
such effectiveness, (iv) the Company and the Guarantors fail to
consummate the Exchange Offer within 35 business days after the
date on which the Exchange Offer Registration Statement was
declared effective by the SEC, or (v) the Shelf Registration
Statement or the Exchange Offer Registration Statement is
declared effective but thereafter ceases to be effective or
usable in connection with resales of registrable securities
during specified time periods.

A copy of the Registration Rights Agreement is attached hereto as
Exhibit 4.2 and is incorporated herein by reference. The
description of the Registration Rights Agreement in this report
is a summary only and is qualified in its entirety by the terms
of the Registration Rights Agreement.

Item 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

See disclosure contained in Item 1.01 above, which is
incorporated herein by reference.

Item 8.01.

Other Events.

On May 19, 2017, the Company commenced a cash tender offer (the
Tender Offer) to purchase any and all of its outstanding 2021
Notes. On May 31, 2017, the Company received and purchased the
$118,075,000 aggregate principal amount of the 2021 Notes validly
tendered in the Tender Offer.

On May 31, 2017, the Company issued an irrevocable notice of
redemption to redeem the $59,922,000 aggregate principal amount
of 2021 Notes that remain outstanding following the consummation
of the Tender Offer. The 2021 Notes will be redeemed to the
redemption provisions of the indenture governing the 2021 Notes
at a redemption price equal to 103.938% of the principal amount
redeemed, plus any accrued and unpaid interest to the redemption
date of June 30, 2017.

Item 9.01.

Financial Statements and Exhibits.