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): May 19, 2017

COEUR MINING, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-8641	82-0109423
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

104 S. Michigan Ave., Suite 900, Chicago, IL	60603
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code:  (312) 489-5800

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:

     ☐  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))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933

(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

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.

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.

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 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 pursuant to a registration rights agreement.  The Notes are expected to be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside of the United States pursuant to Regulation S under the Securities Act. The press release is being issued in accordance with Rule 135c under the Securities Act.

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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 Company’s 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 Company’s intended use of proceeds and future liquidity. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the Company’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. 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 Company’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 (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 Company’s 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 Company’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, the Company’s 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.

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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.
By:	/s/  Peter C. Mitchell
Name:	Peter C. Mitchell
Title:	Senior Vice President and Chief Financial Officer

DATED:  May 19, 2017

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release (Tender Offer) dated May 19, 2017.
99.2	Press Release (Notes Offering) dated May 19, 2017.

EX-99.1

Exhibit 99.1

NEWS RELEASE

Coeur Mining, Inc. Announces Cash Tender Offer

for its Outstanding 7.875% Senior Notes Due 2021

Chicago, Illinois – May 19, 2017 – Coeur Mining, Inc.  (NYSE: CDE) (the “Company”), a precious metals producer with gold and silver mines located in the Americas, today announced that it has commenced a cash tender offer (the “Tender Offer”) to purchase any and all of its 7.875% Senior Notes due 2021 (the “Notes”). There are $178.0 million aggregate principal amount of Notes outstanding. 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, unless extended or earlier terminated as described in the Offer to Purchase (such time and date, as they may be extended, the “Expiration Time”). Tenders of the Notes must be properly made before the Expiration Time and may be withdrawn at any time before the Expiration Time. Holders of the Notes who validly tender (and do not validly withdraw) their Notes at or prior to the Expiration Time, or who deliver to the depositary and information agent a properly completed and duly executed Notice of Guaranteed Delivery in accordance with the instructions described in the Offer to Purchase, will receive in cash $1,043.88 per $1,000 principal amount of Notes validly tendered and accepted by the Company for purchase in the Tender Offer, plus accrued and unpaid interest to, but not including, the settlement date, which is expected to be May 31, 2017.

Tendered Notes may be withdrawn at any time prior to the Expiration Time. The Tender Offer is subject to the satisfaction or waiver of a number of conditions as set forth in the Offer to Purchase, including the receipt by the Company of proceeds from a proposed debt financing on terms reasonably satisfactory to the Company generating net proceeds, together with cash on hand, if needed, in an amount sufficient to effect the repurchase of all the Notes validly tendered and accepted for purchase pursuant to the Tender Offer. The Company may amend, extend or terminate the Tender Offer in its sole discretion and subject to applicable law.

The Company intends to deliver a notice of redemption in order to redeem any Notes outstanding following the consummation of the Tender Offer.

Goldman Sachs & Co. LLC is acting as the dealer manager for the Tender Offer. The information agent and tender agent is D.F. King & Co., Inc. Copies of the Offer to Purchase, the Notice of Guaranteed Delivery and related tender offering materials are available at www.dfking.com/cde or by contacting D.F. King & Co., Inc. at (866) 751-6309 (toll free) or (212) 269-5550 (collect) or by email at cde@dfking.com. Questions regarding the Tender Offer should be directed to Goldman Sachs & Co. LLC at (800) 828-3182.

None of the Company, the dealer manager, the information agent and tender agent, or the trustee for the Notes, or any of their respective affiliates, is making any recommendation as to whether holders of the Notes should tender any Notes in response to the Tender Offer. Holders of the Notes must make their own decision as to whether to tender any of their Notes and, if so, the principal amount of Notes to tender. This announcement is for informational purposes only and does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Tender Offer is being made solely by means of the Offer to Purchase. In those jurisdictions where the securities, blue sky or other laws require any tender offer to be made by a licensed broker or dealer, the Tender Offer will be deemed to be made on behalf of the Company by the dealer manager or one or more registered brokers or dealers licensed under the laws of such jurisdiction.

NEWS RELEASE

About Coeur Mining, Inc.

Coeur Mining, Inc. is a well-diversified, growing precious metals producer with five precious metals mines in the Americas employing approximately 2,000 people. Coeur produces from its wholly-owned operations: the Palmarejo silver-gold complex in Mexico, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, the Wharf gold mine in South Dakota, and the San Bartolomé silver mine in Bolivia. The Company also has a non-operating interest in the Endeavor mine in Australia. In addition, the Company owns the La Preciosa project in Mexico, a silver-gold exploration stage project. Coeur conducts exploration activities in North and South America.

Note Regarding Forward-Looking Statements

The statements contained in this release that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act of 1934, including without limitation, statements regarding the Company’s intentions, expectations or beliefs regarding the Tender Offer. The Company’s current expectations and beliefs are expressed in good faith and the Company believes there is a reasonable basis for them. There can be no assurance, however, that future developments affecting the Company will be those that the Company has anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond the Company’s control) or other assumptions that may cause actual results to be materially different from those expressed or implied by such forward-looking statements. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable law.

For Additional Information

Coeur Mining, Inc.

104 S. Michigan Avenue, Suite 900

Chicago, Illinois 60603

Attention: Courtney Lynn, Vice President, Investor Relations and Treasurer

Phone: (312) 489-5800

EX-99.2

Exhibit 99.2

NEWS RELEASE

Coeur Mining, Inc. to Offer Senior Notes

Chicago, Illinois – May 19, 2017 –Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE) today announced its intention to offer (the “Offering”), subject to market and other conditions, $250,000,000 of Senior Notes due 2024 (the “Notes”).

The 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 to pay the purchase price and tender premium for up to all $178.0 million aggregate principal amount of its 7.875% Senior Notes due 2021 (the “2021 Notes”) that are validly tendered (and not validly withdrawn) by holders and accepted by the Company in connection with the cash tender offer that it commenced on May 19, 2017 (the “Concurrent Tender Offer”), to pay the redemption price to redeem any of the 2021 Notes that are not so tendered in the Concurrent Tender Offer and to pay the fees and expenses in connection with the Offering, the Concurrent Tender Offer and any redemption of the 2021 Notes. To the extent that the Company has excess proceeds from the Offering, the Company intends to use such excess amounts for general corporate purposes.

The 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 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.  Upon the closing of the offering of the Notes, the Company, the guarantors of the Notes and the initial purchaser will enter into a registration rights agreement pursuant to which the Company and the guarantors will agree to file a registration statement with respect to an offer to exchange the Notes for a new issue of Notes of the same series registered under the Securities Act.

This news release shall not constitute an offer to sell or a solicitation of an offer to purchase the 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 or information within the meaning of securities legislation in the United States and Canada, including, among others, (i) Coeur’s intention to offer the Notes, subject to market and other conditions and (ii) Coeur’s intention to use the proceeds of the Offering to repurchase the 2021 Notes that are validly tendered (and not validly withdrawn) by holders and accepted by the Company, to pay the redemption price to redeem any of the 2021 Notes that are not so tendered, to pay related fees and expenses in connection with the offering, and to the extent the Company has excess proceeds from the offering, for general corporate purposes. These forward-looking statements and information reflect Coeur’s current views with respect to future events and are necessarily based upon a number of assumptions that, while considered reasonable, are inherently subject to significant operational, business, economic, market and regulatory uncertainties and contingencies. These assumptions include the timing and success of the Offering, the tender offer and the satisfaction of customary closing conditions in a timely manner or at all. The foregoing list of assumptions is not exhaustive. Such forward-looking statements and information also involve known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements or information. Such factors include, among others, the uncertainties and risk factors set out in filings made from time to time with the SEC, and the Canadian Securities regulators, including, without limitation, Coeur’s most recent reports on Form 10-K and Form 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 or information. Coeur disclaims any intent or obligation to update publicly such forward-looking statements or information, whether as a result of new information, future events or otherwise, except to the extent required by applicable law. Additionally, Coeur undertakes no obligation to comment on analyses, expectations or statements made by third parties in respect of the content of this news release.

For Additional Information

Coeur Mining, Inc.

104 S. Michigan Avenue, Suite 900

Chicago, Illinois 60603

Attention: Courtney Lynn, Vice President, Investor Relations and Treasurer

Phone: (312) 489-5800