EX-25.1 7 s001795x1_ex25-1.htm EXHIBIT 25.1

Exhibit 25.1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2)           |__|
 

 
THE BANK OF NEW YORK MELLON
(Exact name of trustee as specified in its charter)

New York
(Jurisdiction of incorporation if not a U.S. national bank)
13-5160382
(I.R.S. employer identification no.)
   
225 Liberty Street, New York, N.Y.
(Address of principal executive offices)
10286
(Zip code)
 

 
COEUR MINING, INC.
(Exact name of obligor as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
82-0109423
(I.R.S. employer identification no.)

TABLE OF ADDITIONAL REGISTRANTS

Name
State or other jurisdiction of incorporation or organization
I.R.S. Employer
Identification Number
Coeur Alaska, Inc.
Delaware
82-0416477
Coeur Capital, Inc.
Delaware
46-4249484
Coeur Explorations, Inc.
Idaho
82-0356364
Coeur Rochester, Inc.
Delaware
88-0212514
Coeur South America Corp.
Delaware
13-3100836
Wharf Resources (U.S.A.), Inc.
Colorado
84-0786285
Wharf Resources Management Inc.
Delaware
46-0421972
Wharf Reward Mines Inc.
Delaware
46-0421970
Wharf Gold Mines Inc.
Delaware
46-0421971
Golden Reward Mining Company Limited Partnership
Delaware
46-0421908

104 S. Michigan Avenue, Suite 900
Chicago, Illinois
(Address of principal executive offices)
60603
(Zip code)


 
5.875% Senior Notes due 2024
and Guarantees of 5.875% Senior Notes due 2024
(Title of the indenture securities)




1.          General information.  Furnish the following information as to the Trustee:

(a)
Name and address of each examining or supervising authority to which it is subject.

Name
Address
   
Superintendent of the Department of Financial Services of the State of New York
One State Street, New York, N.Y.  10004-1417, and Albany, N.Y. 12223
Federal Reserve Bank of New York
33 Liberty Street, New York, N.Y.  10045
Federal Deposit Insurance Corporation
550 17th Street, NW
Washington, D.C.  20429
The Clearing House Association L.L.C.
100 Broad Street
New York, N.Y. 10004

(b)
Whether it is authorized to exercise corporate trust powers.

Yes.

2.
Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16.
List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a‑29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1.
A copy of the Organization Certificate of The Bank of New York Mellon (formerly known as The Bank of New York, itself formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672, Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637, Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121195 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152735).
 
-2-

4.
A copy of the existing By-laws of the Trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-207042).

6.
The consent of the Trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-188382).

7.
A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

-3-

SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Woodland Park, and State of New Jersey, on the 24th day of July, 2017.

 
THE BANK OF NEW YORK MELLON
   
 
By:
/s/ Laurence J. O’Brien
   
Name:
Laurence J. O’Brien
   
Title:
Vice President

-4-


EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON

of 225 Liberty Street, New York, N.Y. 10286
And Foreign and Domestic Subsidiaries,

a member of the Federal Reserve System, at the close of business March 31, 2017, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.

ASSETS
 
Dollar amounts in thousands
 
       
Cash and balances due from depository institutions:
     
Noninterest-bearing balances and currency and coin
   
4,709,000
 
Interest-bearing balances
   
76,610,000
 
Securities:
       
Held-to-maturity securities
   
39,282,000
 
Available-for-sale securities
   
69,398,000
 
Federal funds sold and securities purchased under agreements to resell:
       
   Federal funds sold in domestic offices
   
0
 
   Securities purchased under agreements to resell
   
12,837,000
 
Loans and lease financing receivables:
       
Loans and leases held for sale
   
0
 
Loans and leases held for investment
   
31,190,000
 
LESS: Allowance for loan and lease losses
   
137,000
 
Loans and leases held for investment, net of allowance
   
31,053,000
 
Trading assets
   
2,430,000
 
Premises and fixed assets (including capitalized leases)
   
1,054,000
 
Other real estate owned
   
4,000
 
Investments in unconsolidated subsidiaries and associated companies
   
535,000
 
Direct and indirect investments in real estate ventures
   
0
 
Intangible assets:
       
   Goodwill
   
6,259,000
 
   Other intangible assets
   
900,000
 
Other assets
   
15,235,000
 
Total assets
   
260,306,000
 




LIABILITIES
     
Deposits:
     
In domestic offices
   
111,491,000
 
Noninterest-bearing
   
71,892,000
 
Interest-bearing
   
39,599,000
 
In foreign offices, Edge and Agreement subsidiaries, and IBFs
   
101,847,000
 
Noninterest-bearing
   
7,456,000
 
Interest-bearing
   
94,391,000
 
Federal funds purchased and securities sold under agreements to repurchase:
       
   Federal funds purchased in domestic offices
   
373,000
 
   Securities sold under agreements to repurchase
   
2,754,000
 
Trading liabilities
   
1,828,000
 
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)
   
10,174,000
 
Not applicable
       
Not applicable
       
Subordinated notes and debentures
   
515,000
 
Other liabilities
   
6,120,000
 
Total liabilities
   
235,102,000
 
EQUITY CAPITAL
       
Perpetual preferred stock and related surplus
   
0
 
Common stock
   
1,135,000
 
Surplus (exclude all surplus related to preferred stock)
   
10,600,000
 
Retained earnings
   
14,997,000
 
Accumulated other comprehensive income
   
-1,878,000
 
Other equity capital components
   
0
 
Total bank equity capital
   
24,854,000
 
Noncontrolling (minority) interests in consolidated subsidiaries
   
350,000
 
Total equity capital
   
25,204,000
 
Total liabilities and equity capital
   
260,306,000
 


 
I, Thomas P. Gibbons, Chief Financial Officer of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief.

Thomas P. Gibbons,
Chief Financial Officer

We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct.

Gerald L. Hassell
Samuel C. Scott
Joseph J. Echevarria
 
Directors