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): February 13, 2018
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction
of incorporation or organization)
1-8641
(Commission
File Number)
82-0109423
(IRS Employer
Identification No.)

104 S. Michigan Avenue
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))

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 1.01. Entry into a Material Definitive Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Coeur Mining, Inc. (the “ Company ” or “ Coeur ”) on December 26, 2017, the Company entered into a Share Purchase Agreement (the “ Purchase Agreement ”), dated December 22, 2017, by and among the Company, Coeur South America Corp., a Delaware corporation (“ CSA ”), Coeur Explorations, Inc., an Idaho corporation (“ CEE ” and together with CSA and Coeur, the “ Sellers ”), Empresa Minera Manquiri S.A., a Bolivian sociedad anónima (“ Manquiri ”), and NewCo 4714 Sweden AB under change of name to Argentum Investment AB (subsequently renamed Ag-Mining Investments, AB, the “ Buyer ”). The Purchase Agreement provides for the sale by the Sellers of 100% of the issued and outstanding shares of Manquiri, a subsidiary of Coeur that operates the San Bartolomé mine and processing facility near Potosì, Bolivia, to the Buyer.
On February 16, 2018, the Company entered into an amendment to the Purchase Agreement (the “ Amendment ”) pursuant to which the Sellers will sell 100% of the issued and outstanding shares of Manquiri (the “ Transaction ”) in exchange for (A) 2.0% net smelter returns royalty on all metals processed through the San Bartolomé mine’s processing facility (commencing on the closing of the Transaction), (B) all value added tax refunds collected or received by Manquiri for any period ending on or before the closing date of the Transaction (net of reasonable collection expenses) and (C) promissory notes payable to the Sellers by the Buyer with an aggregate principal amount equal to $27.6 million, as adjusted to reflect Manquiri’s cash and cash equivalents as of the closing of the Transaction (the “ Notes ”). The Notes shall be repaid in equal monthly installments beginning on October 1, 2018 with a maturity date of September 1, 2019. Pursuant to the Amendment, Coeur shall no longer have an obligation to (i) provide a guaranty of Manquiri’s obligations under any extension or amendment of Manquiri’s credit agreement or (ii) pay any reclamation costs if the Buyer ceases operating activities with respect to the San Bartolomé mine.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
The Amendment has been attached as an exhibit to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about Coeur or any of its respective affiliates or businesses. Any representations, warranties, covenants and agreements contained in the Amendment were made only for the purposes of such agreement and as of specified dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties. Investors and security holders are not third-party beneficiaries under the Amendment and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of Coeur or any of its affiliates or businesses.
Item 8.01. Other Events.
In accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, and the Company’s insider trading policy, Casey M. Nault, the Company’s Senior Vice President, General Counsel & Secretary entered into a selling plan on February 13, 2018. Under the selling plan, between March 16, 2018 and November 30, 2018, Mr. Nault will sell a total of 60,000 shares of the Company’s common stock so long as the market price of the common stock is higher than a minimum threshold price specified in the plan. Rule 10b5-1 permits an insider to implement a written prearranged trading plan entered into at a time when the insider is not aware of any material nonpublic information about the Company and allows the insider to trade on a one-time or regularly scheduled basis regardless of any material nonpublic information about the Company thereafter received by the insider.
Item 9.01.      Financial Statements and Exhibits.
(d)    List of Exhibits

Exhibit No.
Description
Exhibit 10.1
Amendment to Share Purchase Agreement, dated February 16, 2018, by and among Coeur Mining, Inc., a Delaware corporation, Coeur South America Corp., a Delaware corporation, Coeur Explorations, Inc., an Idaho corporation, Empresa Minera Manquiri S.A., a Bolivian sociedad anónima, and Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB).









Exhibit Index
Exhibit No.
Description
Amendment to Share Purchase Agreement, dated February 16, 2018, by and among Coeur Mining, Inc., a Delaware corporation, Coeur South America Corp., a Delaware corporation, Coeur Explorations, Inc., an Idaho corporation, Empresa Minera Manquiri S.A., a Bolivian sociedad anónima, and Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB).






































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: February 16, 2018
By: /s/ Peter C. Mitchell
 
Name:    Peter C. Mitchell
Title:    Senior Vice President and Chief Financial Officer





Exhibit 10.1

AMENDMENT TO SHARE PURCHASE AGREEMENT
THIS AMENDMENT TO SHARE PURCHASE AGREEMENT (this “ Amendment ”) dated as of February 16, 2018 is by and among Coeur Mining, Inc., a Delaware corporation (“ Coeur ”), Coeur South America Corp., a Delaware corporation (“ CSA ”), Coeur Explorations, Inc., an Idaho corporation (“ CEE ” and together with CSA and Coeur, the “ Sellers ”), Empresa Minera Manquiri S.A., a Bolivian sociedad anónima (the “ Company ”) and Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB) (“ Buyer ”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to them in the Original Agreement (as defined below).
RECITALS
A .     The parties hereto entered into that certain Share Purchase Agreement on December 22, 2017 (the “ Original Agreement ”); and
B.     In accordance with Section 11.2 of the Original Agreement, the parties wish to amend certain terms of the Original Agreement.
AGREEMENT
In consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, the parties agree as follows:
ARTICLE I
AMENDMENTS
1.1    The definition of “Ancillary Agreements” set forth in Section 1.1 of the Original Agreement is amended and restated in its entirety to read as follows:
“ Ancillary Agreements ” means the Net Smelter Returns Royalty Agreement, the Notes, the Guaranty Agreement, the Transition Services Agreement and all other agreements, documents and instruments required to be delivered by any party pursuant to this Agreement, and any other agreements, documents or instruments entered into at or prior to the Closing in connection with this Agreement or the transactions contemplated hereby.
1.2    The definition of “Net Smelter Returns Royalty Agreement” set forth in Section 1.1 of the Original Agreement is amended and restated in its entirety to read as follows:
“ Net Smelter Returns Royalty Agreement ” means the Net Smelter Returns Royalty Agreement to be entered into at the Closing between Coeur and Buyer, in the form attached hereto as Exhibit A .
1.3    The definition of “Note” set forth in Section 1.1 of the Original Agreement is amended and restated in its entirety to read as follows:
“ Note ” means each of the promissory notes to be made and delivered from the Buyer in favor of Coeur, CSA or CEE, as applicable, with an aggregate initial principal amount equal to the Target Cash Amount as the same may be adjusted pursuant to Section 6.9(b) and (c) to reflect the amount of Cash in the Company at Closing, each in the form attached hereto as Exhibit B .




1.4    Section 1.1 of the Original Agreement is amended to add the following in appropriate alphabetical order:
“ Transition Services Agreement ” means the Transition Services Agreement to be entered into at the Closing between Coeur and Buyer, in the form attached as Exhibit E .
1.5    Section 2.2(b) of the Original Agreement is hereby amended to (a) delete the word “and” in clause (vii), (b) delete clause (viii), and (c) add the following:
(i)
Coeur shall deliver a duly executed counterpart signature page to the Transition Services Agreement to Buyer;
(ii)
Buyer shall deliver a duly executed counterpart signature page to the Transition Services Agreement to Coeur; and
(iii)
the parties shall deliver to each other all other agreements, documents, instruments or certificates required to be delivered at or prior to the Closing pursuant to this Agreement
1.6    Section 6.9 of the Original Agreement is hereby deleted and replaced with the following:
Cash Amount.
(a) The Company may distribute Cash (by dividend or otherwise) to any of the Sellers provided that the Company shall not distribute Cash in an amount that intentionally results in the Company having less than $27,600,000 (the “ Target Cash Amount ”) in Cash at the Closing.
(b) As soon as reasonably practicable and in no event later than 20 days following the Closing, Buyer shall deliver a certificate from its chief financial officer to Coeur setting forth in reasonable detail, and certifying to, the amount of Cash of the Company at the Closing Date (the “ Post-Closing Cash Certificate ”). If the amount of Cash set forth in the Post-Closing Cash Certificate exceeds the Target Cash Amount such excess amount shall be apportioned and added to the principal amount of the Notes and paid to the Sellers together with the Buyer’s repayment of the Notes. If the Target Cash Amount exceeds the amount of Cash set forth in the Post-Closing Cash Certificate, then such excess amount shall be apportioned and deducted from the principal amount of the Notes. The parties agree to take all action reasonably necessary to promptly effectuate any such change to the principal amount of the Notes, including making appropriate adjustments to the amount of the monthly installment payments of the Notes.
(c) The Buyer and the Company will provide Coeur and its Representatives (at Coeur’s own expense) reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, books and records of the Company and to any other information reasonably requested for purposes of reviewing the amounts and calculations set forth in the Post-Closing Cash Certificate. The Buyer and the Company shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the amounts set forth in the Post-Closing Cash Certificate; provided , that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after Coeur has signed an agreement relating to access to such work papers in form and substance acceptable to such accountant.
1.7    Section 6.12 of the Original Agreement is hereby deleted and replaced with the following:
[ Reserved ].

1.8    Section 6.13 of the Original Agreement is hereby deleted and replaced with the following:




Manquiri Credit Agreement
(a) Prior to the Closing, the Company and the Buyer shall use commercially reasonable efforts to amend the Manquiri Credit Agreement to increase the maximum amount available for borrowing thereunder to $17,000,000.
(b) For a period of 24 months after Closing, if Banco BISA S.A. reduces the availability for borrowing under the Manquiri Credit Agreement due in whole or in part to a deterioration in the financial condition of the Company, the Buyer and the Company shall be entitled to deliver a joint notice to Coeur requesting that Coeur provide credit support or other assistance in maintaining credit availability under the Manquiri Credit Agreement and Coeur shall use commercially reasonable efforts to (i) consider and respond to any such request to post a letter of credit or other form of credit support and (ii) request that Banco BISA S.A. accept such letter of credit or other credit support, if provided.
1.9    Section 6.14 of the Original Agreement is hereby deleted and replaced with the following:
[ Reserved ].
1.10    Section 6.16 of the Original Agreement is hereby deleted and replaced with the following:
Performance Bonds . Prior to the expiration of the current letter of credit posted by Coeur to support performance bonds or other obligations of the Company required to obtain VAT Refunds, Coeur shall post a letter of credit or other form of credit support to support then-existing and future performance bonds or other obligations of the Company required to obtain VAT Refunds, and Coeur and the Company shall use their commercially reasonable efforts to cause Banco BISA S.A. to accept such letter of credit or other credit support.
1.11    Article VI of the Original Agreement is hereby amended to add the following Section 6.20:
Post-Closing Distributions     Except as set forth on Exhibit D or as required to fund a payment from the Buyer to a Seller pursuant to the Note or the Net Smelter Royalty Returns Agreement (and in such cases, only up to an amount necessary to make such payment), following the Closing and until the satisfaction of all obligations under the Notes, including payment of all amounts owed thereunder, the Company shall not declare or pay any dividends or return any capital to shareholders of the Company or make any payments to shareholders of the Company or any of their Affiliates pursuant to any related party transactions.
1.12    Exhibit A of the Original Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit A to this Amendment.
1.13    Exhibit B of the Original Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit B to this Amendment.
1.14    Exhibit C of the Original Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit C to this Amendment.
1.15    Exhibit D of the Original Agreement is hereby amended and restated in its entirety to read as set forth in Exhibit D to this Amendment.
1.16    The Original Agreement is hereby amended to add the attached Exhibit E as Exhibit E thereto.





ARTICLE II
MISCELLANEOUS
2.1     Original Agreement Confirmed . Other than as expressly modified pursuant to this Amendment, all of the terms, conditions and other provisions of the Original Agreement are hereby ratified and confirmed and shall continue to be in full force and effect in accordance with their respective terms.
2.2     Interpretation . All references to the Original Agreement (including “hereof,” “herein,” “hereunder,” “hereby” and “this Agreement”) shall refer to the Original Agreement, as amended by this Amendment. Notwithstanding the foregoing, references to the date of the Original Agreement (as amended hereby) and references in the Original Agreement to “the date hereof,” “the date of this Agreement” and terms of similar import shall in all instances continue to refer to December 22, 2017.
2.3     Counterparts . This Amendment may be executed in any number of counterparts (including by electronic means), each such counterpart being deemed to be an original instrument, and all such counterparts taken together constituting one and the same agreement.
2.4     Miscellaneous . The provisions of Article XI of the Original Agreement shall apply to this Amendment mutatis mutandis , and to the Original Agreement as modified by this Amendment, taken together as a single agreement, reflecting the terms as modified hereby.
[ Remainder of Page Intentionally Left Blank; Signature Page to Follow ]




















IN WITNESS WHEREOF, each of the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.
 
COEUR MINING, INC.
 
 
 
By: /s/ Mitchell J. Krebs
 
Name:    Mitchell J. Krebs
Title:    President
 
 
 
COEUR SOUTH AMERICA CORP.
 
 
 
By: /s/ Peter C. Mitchell
 
Name:    Peter C. Mitchell
Title:    Vice President
 
 
 
COEUR EXPLORATIONS, INC.
 
By: /s/ Courtney R.B. Lynn
 
Name:    Courtney R.B. Lynn
Title:    Treasurer
 
 
 
EMPRESA MINERA MANQUIRI S.A.
 
By: /s/ Humberto Rada
 
Name:    Humberto Rada
Title:    President
 
 
 
AG-MINING INVESTMENTS, AB (FORMERLY NEWCO 4714 SWEDEN AB UNDER CHANGE OF NAME TO ARGENTUM INVESTMENT AB
 
By: /s/ Alberto J. Morales
 
Name:    Alberto J. Morales
Title:    Legal Representative
 
and
 
By: /s/ Ole Sorensen
 
Name:    Ole Sorensen
Title:    Director