Acquisitions (Notes)

12 Months Ended

Dec. 31, 2019

ACQUISITIONS

In November 2018, the Company and Coeur Rochester consummated the transactions contemplated by the Asset Purchase Agreement among the Company, Coeur Rochester and Alio Gold Inc. and one of its subsidiaries (“Alio Gold”) pursuant to which Coeur Rochester acquired all of Alio Gold’s rights, titles, and interests in and to certain real property assets and patented and unpatented mining claims located in Pershing County, Nevada (collectively, the “Lincoln Hill and related assets”). In consideration for the acquisition of Lincoln Hill and related assets, the Company paid Alio Gold consideration of $19.0 million in shares of Company common stock calculated using a five-day volume-weighted average price of Company common stock for a five-trading day period ending on the third trading day immediately preceding the closing.

The transaction was accounted for as an asset acquisition as the Lincoln Hill and related assets do not currently have processes, including experienced personnel, in place to extract the minerals from the ground to produce outputs. As such, the total purchase price was allocated to the assets acquired and liabilities assumed based on their relative fair values. The purchase price and acquired assets and liabilities were as follows (in thousands except share data):



Common shares issued (4,268,703 at $4.40)	$	18,782
Transaction advisory fees and other acquisition costs	246
Total purchase price	$	19,028

Total assets acquired	$	19,028

In October 2018, the Company completed its acquisition of Northern Empire, whose principal asset is the Sterling/Crown gold project. Upon completion of the acquisition, each share of Northern Empire common stock issued and outstanding immediately prior to the effective time of the Plan of Arrangement, excluding shares owned by the Company, was exchanged for shares of the Company’s common stock at a ratio of 0.1850 shares of Company common stock for each Northern Empire common share. Approximately 12.1 million Coeur shares were issued to Northern Empire shareholders (other than the Company) upon closing of the acquisition, representing aggregate value of approximately $73.6 million as of the closing date. Prior to the acquisition, the Company had an existing investment valued at $7.3 million in Northern Empire.

The transaction was accounted for as an asset acquisition as Northern Empire did not have processes, including experienced personnel, in place to extract the minerals from the ground to produce outputs. As such, the total purchase price was allocated to the assets acquired and liabilities assumed based on their relative fair values. Total consideration and acquired assets and liabilities were as follows (in thousands except share data):



Common shares issued (12,122,683 at $5.27)	$	63,887
Fair value of existing investment in Northern Empire	7,257
Transaction advisory fees and other acquisition costs	2,449
Total consideration	73,593

Total assets acquired	111,527
Total liabilities assumed	37,934
Net assets acquired	$	73,593

In October 2017, the Company completed the acquisition of JDS Silver Holdings Ltd. and its wholly-owned subsidiary JDS Silver Inc. (together, “JDS Silver”) which, following the closing of the acquisition, were amalgamated with a subsidiary of Coeur to form Coeur Silvertip Holdings Ltd., which owns the underground Silvertip silver-zinc-lead mine in northern British Columbia, Canada. JDS Silver was purchased for approximately $153.2 million in cash and $36.0 million in Coeur common stock. In addition, the Company recorded $47.7 million of contingent consideration payable in cash and common stock upon reaching future permitting and resource declaration milestones (see Note 21 -- Commitments and Contingencies), a portion of which was paid in 2019. The cash consideration was funded with $100.0 million of borrowing under the Facility (as defined in Note 12 -- Debt) and cash on hand. Upon closing, the Company issued approximately 4.2 million Coeur shares to former shareholders of JDS Silver Holdings Ltd.

The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The acquisition was not significant to the Company’s results of operations, individually or in the aggregate, because the Silvertip mine was in in pre-production. As there were no significant differences from the Company’s historical results of operations, no pro forma financial information was provided. The purchase price allocation is as follows (in thousands):



Common shares issued (4,191,679 at $8.59)	$	36,007
Cash	153,194
Contingent consideration	47,705
Total purchase price⁽¹⁾	$	236,906

Total assets acquired	328,450
Total liabilities assumed	91,544
Net assets acquired	$	236,906

⁽¹⁾Purchase price has been adjusted for restricted cash acquired due to the adoption of ASU 2016-01.