0001193125-14-088907.txt : 20140307 0001193125-14-088907.hdr.sgml : 20140307 20140307152000 ACCESSION NUMBER: 0001193125-14-088907 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20140307 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140307 DATE AS OF CHANGE: 20140307 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Coeur Mining, Inc. CENTRAL INDEX KEY: 0000215466 STANDARD INDUSTRIAL CLASSIFICATION: GOLD & SILVER ORES [1040] IRS NUMBER: 820109423 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08641 FILM NUMBER: 14676787 BUSINESS ADDRESS: STREET 1: 104 SOUTH MICHIGAN AVENUE STREET 2: SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60603 BUSINESS PHONE: 312-489-5800 MAIL ADDRESS: STREET 1: 104 SOUTH MICHIGAN AVENUE STREET 2: SUITE 900 CITY: CHICAGO STATE: IL ZIP: 60603 FORMER COMPANY: FORMER CONFORMED NAME: COEUR D ALENE MINES CORP DATE OF NAME CHANGE: 19920703 8-K 1 d688491d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): March 7, 2014

 

 

Coeur Mining, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   1-8641   82-0109423

(State or other jurisdiction of

incorporation or organization)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

104 S. Michigan Ave.

Suite 900

Chicago, Illinois 60603

(Address of Principal Executive Offices)

(312) 489-5800

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2 below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01. Other Events.

Notes Offering

On March 7, 2014, Coeur Mining, Inc. (the “Company” or “Coeur”) issued a press release (the “Launch Press Release”) announcing its intention to offer (the “Offering”), subject to market and other conditions, $150 million aggregate principal amount of Senior Notes due 2021 (the “Offered Notes”) in a transaction exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”). The Offered Notes constitute a further issuance of Coeur’s $300,000,000 outstanding principal amount of 7.875% Senior Notes due 2021 issued on January 29, 2013 (the “Existing Notes”) and when issued, will form a single series of debt securities with the Existing Notes. The Offered Notes have not been registered under the Securities Act or any state securities laws and will not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state laws. A copy of the Launch Press Release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On March 7, 2014, the Company issued a press release (the “Pricing Press Release”) announcing the pricing of an offering of $150 million aggregate principal amount of the Offered Notes bearing an interest rate of 7.875%. The Offering is expected to close on March 12, 2014, subject to certain closing conditions. The Offered Notes constitute a further issuance of the Existing Notes and form a single series of debt securities with the Existing Notes. A copy of the Pricing Press Release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Cautionary Note Regarding Forward-Looking Statements

The information contained in this Current Report on Form 8-K and the exhibits attached hereto contain forward-looking statements within the meaning of securities legislation in the United States and Canada, including, among others, (i) Coeur’s intention to offer the Offered Notes, subject to market and other conditions and (ii) Coeur’s intention to use the proceeds of the Offering for general corporate purposes.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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 Coeur’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions, grade variability, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of gold and silver ore reserves and future production, changes that could result from Coeur’s future acquisition of new mining properties or businesses, reliance on third parties to operate certain mines where Coeur owns silver production and reserves and the absence of control over mining operations in which Coeur 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 any third-party smelter to which Coeur 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, Coeur’s 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, Coeur’s most recent report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

 

Exhibit No.

   

Description

Exhibit 99.1    Launch Press Release dated March 7, 2014
Exhibit 99.2    Pricing Press Release dated March 7, 2014

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    COEUR MINING, INC.
Date: March 7, 2014     By:   /s/ Peter C. Mitchell
   

Name:

Title:

  

Peter C. Mitchell

Title: Senior Vice President and Chief Financial Officer

Exhibit Index

 

Exhibit No.

   

Description

Exhibit 99.1    Launch Press Release dated March 7, 2014
Exhibit 99.2    Pricing Press Release dated March 7, 2014
 EX-99.1 2 d688491dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

NEWS RELEASE

Coeur to Offer Senior Notes

CHICAGO, IL. – March 7, 2014 – Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE) today announced its intention to offer (the “Offering”), subject to market and other conditions, $150,000,000 of 7.875% Senior Notes due 2021 (the “Offered Notes”). The Offered Notes constitute a further issuance of Coeur’s $300,000,000 outstanding principal amount of 7.875% Senior Notes due 2021 issued on January 29, 2013 (the “Existing Notes”) and, when issued, will form a single series of debt securities with the Existing Notes. Other than with respect to the date of issuance, issue price, and CUSIP number, the Offered Notes will have the same terms as the Existing Notes. Once the Offered Notes are registered and exchanged for exchange notes, Coeur expects that the Offered Notes and the Existing Notes will share a single CUSIP number and thereafter be fungible.

The Offered Notes will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company intends to use the net proceeds from the Offering for general corporate purposes.

Barclays Capital Inc. is acting as sole book-running manager for the Offering.

The Offered Notes will only be offered and sold to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”).

The Offered Notes 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 an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the Offered Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including, among others, (i) Coeur’s intention to offer the Offered Notes, subject to market and other conditions and (ii) Coeur’s intention to use the proceeds of the Offering for general corporate purposes.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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 Coeur’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions, grade variability, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of gold and silver ore reserves and future production, changes that could result from Coeur’s future acquisition of new mining properties or businesses, reliance on third parties to operate certain mines where Coeur owns silver production and reserves and the absence of control over mining operations in which Coeur 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 any third-party smelter to which Coeur 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, Coeur’s 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, Coeur’s most recent report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.

For more information, please contact:

Bridget Freas, Director, Investor Relations

(312) 489-5819

Donna Mirandola, Director, Corporate Communications

(312) 489-5842

 

2

EX-99.2 3 d688491dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

NEWS RELEASE

Coeur Prices Offering of Senior Notes

CHICAGO, IL. – March 7, 2014 – Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE) today announced the pricing of its offering (the “Offering”) of $150,000,000 of 7.875% Senior Notes due 2021 (the “Offered Notes”) to qualified institutional buyers in the United States pursuant to Rule 144A and outside the United States pursuant to Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The coupon on the Offered Notes will be 7.875% per year from the date of issuance, payable semi-annually in arrears. The Offered Notes will mature on February 1, 2021. The transaction is expected to close on or about March 12, 2014, subject to the satisfaction of various customary closing conditions. The Offered Notes constitute a further issuance of Coeur’s $300,000,000 outstanding principal amount of 7.875% Senior Notes due 2021 issued on January 29, 2013 (the “Existing Notes”) and when issued, will form a single series of debt securities with the Existing Notes. Other than with respect to the date of issuance, issue price, and CUSIP number, the Offered Notes will have the same terms as the Existing Notes. Once the Offered Notes are registered and exchanged for exchange notes, Coeur expects that the Offered Notes and the Existing Notes will share a single CUSIP number and thereafter be fungible.

The Offered Notes will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries. The Company intends to use the net proceeds from the Offering for general corporate purposes.

The Offered Notes 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 an applicable exemption from the registration requirements of the Securities Act and applicable state laws.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the Offered Notes or any other securities, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This news release is being issued pursuant to and in accordance with Rule 135c under the Securities Act.

Cautionary Note Regarding Forward-Looking Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including, among others, (i) Coeur’s intention to offer the Offered Notes, subject to market and other conditions and (ii) Coeur’s intention to use the proceeds of the Offering for general corporate purposes.

Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur’s actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. 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 Coeur’s production, exploratory and developmental activities, including risks relating to permitting and regulatory delays, ground conditions, grade variability, any future labor disputes or work stoppages, the uncertainties inherent in the estimation of gold and silver ore reserves and future production, changes that could result from Coeur’s future acquisition of new mining properties or businesses, reliance on third parties to operate certain mines where Coeur owns silver production and reserves and the absence of control over mining operations in which Coeur 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 any third-party smelter to which Coeur 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, Coeur’s 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, Coeur’s most recent report on Form 10-K. Actual results, developments and timetables could vary significantly from the estimates presented. Readers are cautioned not to put undue reliance on forward-looking statements. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, whether as a result of new information, future events or otherwise. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of Coeur, its financial or operating results or its securities.

For more information, please contact:

Bridget Freas, Director, Investor Relations

(312) 489-5819

Donna Mirandola, Director, Corporate Communications

(312) 489-5842

 

2

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