COEUR MINING, INC. (NYSE:CDE) Files An 8-K Regulation FD Disclosure
Item 7.01. Regulation FD Disclosure.
Tender Offer
On May 19, 2017, Coeur Mining, Inc. (the Company) issued a press
release announcing that it has commenced a cash tender offer (the
Tender Offer) to purchase any and all of the outstanding $178.0
million in aggregate principal amount of its 7.875% Senior Notes
due 2021 (the Existing Notes). The Tender Offer is being made on
the terms and subject to the conditions set forth in the Offer to
Purchase dated May 19, 2017 (the Offer to Purchase). The Tender
Offer is scheduled to expire at 5:00 p.m., New York City time, on
May 25, 2017 (the Expiration Time), unless extended by the
Company. Holders of the Existing Notes who have tendered (and not
validly withdrawn) their notes at or prior to the Expiration Time
will be entitled to receive in cash $1,043.88 per $1,000
principal amount of Existing Notes validly tendered (and not
validly withdrawn) and accepted for purchase by the Company in
the Tender Offer, plus accrued and unpaid interest on such
Existing Notes. The Company currently intends to, at its sole
discretion, redeem any Existing Notes that are not tendered in
the Tender Offer in accordance with the terms of the indenture
governing the Existing Notes. The Existing Notes are redeemable
by the Company, in whole or in part, at redemption prices
specified in the indenture governing the Existing Notes (and are
currently redeemable at a redemption price of $1,039.38 per
$1,000 principal amount redeemed plus accrued and unpaid interest
to the applicable redemption date). A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The Tender Offer is conditioned on, among other
things, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including, among other
things, the Company having obtained sufficient funds to
repurchase the Existing Notes and pay applicable fees and
expenses related to such repurchase in a concurrent notes
offering.
release announcing that it has commenced a cash tender offer (the
Tender Offer) to purchase any and all of the outstanding $178.0
million in aggregate principal amount of its 7.875% Senior Notes
due 2021 (the Existing Notes). The Tender Offer is being made on
the terms and subject to the conditions set forth in the Offer to
Purchase dated May 19, 2017 (the Offer to Purchase). The Tender
Offer is scheduled to expire at 5:00 p.m., New York City time, on
May 25, 2017 (the Expiration Time), unless extended by the
Company. Holders of the Existing Notes who have tendered (and not
validly withdrawn) their notes at or prior to the Expiration Time
will be entitled to receive in cash $1,043.88 per $1,000
principal amount of Existing Notes validly tendered (and not
validly withdrawn) and accepted for purchase by the Company in
the Tender Offer, plus accrued and unpaid interest on such
Existing Notes. The Company currently intends to, at its sole
discretion, redeem any Existing Notes that are not tendered in
the Tender Offer in accordance with the terms of the indenture
governing the Existing Notes. The Existing Notes are redeemable
by the Company, in whole or in part, at redemption prices
specified in the indenture governing the Existing Notes (and are
currently redeemable at a redemption price of $1,039.38 per
$1,000 principal amount redeemed plus accrued and unpaid interest
to the applicable redemption date). A copy of the press release
is attached hereto as Exhibit 99.1 and incorporated herein by
reference. The Tender Offer is conditioned on, among other
things, the satisfaction or waiver of certain conditions
described in the Offer to Purchase, including, among other
things, the Company having obtained sufficient funds to
repurchase the Existing Notes and pay applicable fees and
expenses related to such repurchase in a concurrent notes
offering.
The information in this Item 7.01 (including the exhibit) shall
not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing under the
Securities Act of 1933, as amended (the Securities Act), or the
Exchange Act.
not be deemed to be filed for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the Exchange Act),
or otherwise subject to the liabilities of that section, and is
not incorporated by reference into any filing under the
Securities Act of 1933, as amended (the Securities Act), or the
Exchange Act.
Item 8.01. Other Events.
Offering of Senior Notes
On May 19, 2017, the Company issued a press release announcing
the launch of an offering of $250.0 million of senior unsecured
notes due 2024 (the Notes) through a private placement to certain
eligible purchasers. The Company intends to use the proceeds of
the offering of the Notes to fund the repurchase of the Existing
Notes (including applicable fees and expenses), any subsequent
redemptions of the Existing Notes and to pay the fees and
expenses in connection with the offering of the Notes. Any
additional proceeds after such repurchases will be used for
general corporate purposes. The offering of the Notes is not
conditioned on the completion of the repurchase of the Existing
Notes. If the repurchase of the Existing Notes is not completed,
the Company intends to use the net proceeds from the offering of
the Notes for general corporate purposes. A copy of the press
release is attached as Exhibit 99.2 hereto and is incorporated
herein by reference.
the launch of an offering of $250.0 million of senior unsecured
notes due 2024 (the Notes) through a private placement to certain
eligible purchasers. The Company intends to use the proceeds of
the offering of the Notes to fund the repurchase of the Existing
Notes (including applicable fees and expenses), any subsequent
redemptions of the Existing Notes and to pay the fees and
expenses in connection with the offering of the Notes. Any
additional proceeds after such repurchases will be used for
general corporate purposes. The offering of the Notes is not
conditioned on the completion of the repurchase of the Existing
Notes. If the repurchase of the Existing Notes is not completed,
the Company intends to use the net proceeds from the offering of
the Notes for general corporate purposes. A copy of the press
release is attached as Exhibit 99.2 hereto and is incorporated
herein by reference.
The press release is neither an offer to sell nor a solicitation
of an offer to buy the Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale is unlawful. The Notes
and the guarantees thereof have not been registered under the
Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration or
applicable exemption from the registration requirements under the
Securities Act and applicable state securities laws. The Company
has agreed to file with the SEC an exchange offer registration
statement or, in some circumstances, a shelf registration
statement, with respect to the Notes to a registration rights
agreement. The Notes are expected to be offered and sold only to
qualified institutional buyers to Rule 144A under the Securities
Act and to non-U.S. persons outside of the United States to
Regulation S under the Securities Act. The press release is being
issued in accordance with Rule 135c under the Securities Act.
of an offer to buy the Notes or any other securities and shall
not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale is unlawful. The Notes
and the guarantees thereof have not been registered under the
Securities Act or any state securities laws and may not be
offered or sold in the United States absent registration or
applicable exemption from the registration requirements under the
Securities Act and applicable state securities laws. The Company
has agreed to file with the SEC an exchange offer registration
statement or, in some circumstances, a shelf registration
statement, with respect to the Notes to a registration rights
agreement. The Notes are expected to be offered and sold only to
qualified institutional buyers to Rule 144A under the Securities
Act and to non-U.S. persons outside of the United States to
Regulation S under the Securities Act. The press release is being
issued in accordance with Rule 135c under the Securities Act.
Cautionary Statement Regarding Forward-Looking Statements
This current report on Form 8-K contains forward-looking
statements within the meaning of securities legislation in the
United States and Canada, including statements regarding the
Companys intention to redeem any Existing Notes that are not
tendered in the Tender Offer and the offering of the Notes,
which is subject to market and other conditions, the amount and
terms of the Notes and the Companys intended use of proceeds
and future liquidity. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which
may cause the Companys actual results, performance or
achievements to be materially different from any future
results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, among
others, the risk regarding whether the Notes will be sold, in
the amounts described above or at all, the use of proceeds from
the Notes, whether the Tender Offer or any redemption of
Existing Notes will be completed on the time or terms described
and that anticipated production, cost and expense levels are
not attained, the risks and hazards inherent in the mining
business (including risks inherent in developing large-scale
mining projects, environmental hazards, industrial accidents,
weather or geologically related conditions), changes in the
market prices of gold and silver and a sustained lower price
environment, the uncertainties inherent in the Companys
production, exploratory and developmental activities, including
risks relating to permitting and regulatory delays, ground
conditions, grade variability, any future labor disputes or
work stoppages (including those involving third parties), the
uncertainties inherent in the estimation of gold and silver
reserves and mineralized material, changes that could result
from the Companys future acquisition of new mining properties
or businesses, the absence of control over and reliance on
third parties to operate mining operations in which the Company
or its subsidiaries hold royalty or streaming interests and
risks related to these mining operations including results of
mining and exploration activities, environmental, economic and
political risks of the jurisdiction in which the mining
operations are located, the loss of access to any third-party
smelter to which the Company markets silver and gold, the
effects of environmental and other governmental regulations,
the risks inherent in the ownership or operation of or
investment in mining properties or businesses in foreign
countries, the Companys ability to raise additional financing
necessary to conduct its business, make payments or refinance
its debt, as well as other uncertainties and risk factors set
out in filings made from time to time with the United States
Securities and Exchange Commission, and the Canadian securities
regulators, including, without limitation, the Companys most
recent reports on Forms 10-K and 10-Q. Actual results,
developments and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue
reliance on forward-looking statements. The Company disclaims
any intent or obligation to update publicly such
forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the
Company undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of
the Company, its financial or operating results or its
securities.
statements within the meaning of securities legislation in the
United States and Canada, including statements regarding the
Companys intention to redeem any Existing Notes that are not
tendered in the Tender Offer and the offering of the Notes,
which is subject to market and other conditions, the amount and
terms of the Notes and the Companys intended use of proceeds
and future liquidity. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which
may cause the Companys actual results, performance or
achievements to be materially different from any future
results, performance or achievements expressed or implied by
the forward-looking statements. Such factors include, among
others, the risk regarding whether the Notes will be sold, in
the amounts described above or at all, the use of proceeds from
the Notes, whether the Tender Offer or any redemption of
Existing Notes will be completed on the time or terms described
and that anticipated production, cost and expense levels are
not attained, the risks and hazards inherent in the mining
business (including risks inherent in developing large-scale
mining projects, environmental hazards, industrial accidents,
weather or geologically related conditions), changes in the
market prices of gold and silver and a sustained lower price
environment, the uncertainties inherent in the Companys
production, exploratory and developmental activities, including
risks relating to permitting and regulatory delays, ground
conditions, grade variability, any future labor disputes or
work stoppages (including those involving third parties), the
uncertainties inherent in the estimation of gold and silver
reserves and mineralized material, changes that could result
from the Companys future acquisition of new mining properties
or businesses, the absence of control over and reliance on
third parties to operate mining operations in which the Company
or its subsidiaries hold royalty or streaming interests and
risks related to these mining operations including results of
mining and exploration activities, environmental, economic and
political risks of the jurisdiction in which the mining
operations are located, the loss of access to any third-party
smelter to which the Company markets silver and gold, the
effects of environmental and other governmental regulations,
the risks inherent in the ownership or operation of or
investment in mining properties or businesses in foreign
countries, the Companys ability to raise additional financing
necessary to conduct its business, make payments or refinance
its debt, as well as other uncertainties and risk factors set
out in filings made from time to time with the United States
Securities and Exchange Commission, and the Canadian securities
regulators, including, without limitation, the Companys most
recent reports on Forms 10-K and 10-Q. Actual results,
developments and timetables could vary significantly from the
estimates presented. Readers are cautioned not to put undue
reliance on forward-looking statements. The Company disclaims
any intent or obligation to update publicly such
forward-looking statements, whether as a result of new
information, future events or otherwise. Additionally, the
Company undertakes no obligation to comment on analyses,
expectations or statements made by third parties in respect of
the Company, its financial or operating results or its
securities.
Item 9.01. Financial Statements and Exhibits.
List of Exhibits
|
Exhibit No.
|
Description
|
|
|
99.1
|
Press Release (Tender Offer) dated May 19, 2017, issued
by Coeur Mining, Inc. |
|
|
99.2
|
Press Release (Notes Offering) dated May 19, 2017, issued
by Coeur Mining, Inc. |
About COEUR MINING, INC. (NYSE:CDE)
Coeur Mining, Inc. is a gold and silver producer. The Company’s segments include Palmarejo complex, Rochester, Kensington, Wharf and San Bartolome mines, and Coeur Capital. The Company also a non-operating interest in the Endeavor mine in Australia in addition to royalties on the El Gallo complex in Mexico, the Zaruma mine in Ecuador, and the Correnso mine in New Zealand. In addition, the Company has two silver-gold feasibility stage projects: the La Preciosa project in Mexico and the Joaquin project in Argentina. The Company also conducts exploration activities in Alaska, Argentina, Bolivia, Mexico, and Nevada. The Company owns strategic investment positions in several silver and gold development companies with projects in North and South America. It owns Coeur Capital, Inc., which primarily consists of the Endeavor silver stream as well as other precious metal royalties and strategic investments. COEUR MINING, INC. (NYSE:CDE) Recent Trading Information
COEUR MINING, INC. (NYSE:CDE) closed its last trading session down -0.24 at 9.30 with 4,560,595 shares trading hands.
