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 22, 2021

COEUR MINING, INC.
(Exact name of registrant as specified in its charter)

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

104 S. Michigan Ave.
Suite 900, Chicago, IL 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)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading
Symbol(s)
Name of each exchange on which registered
Common Stock (par value $0.01 per share)
CDE
New York Stock Exchange

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))

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 8.01.    Other Events.

Upsize and Pricing of Senior Notes

On February 22, 2021, Coeur Mining, Inc. (the “Company”) issued a press release announcing the upsize and pricing of its offering of $375,000,000 of 5.125% senior unsecured notes due 2029 (the “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 offering was upsized from the previously announced $350,000,000 aggregate principal amount. The Notes will be fully and unconditionally guaranteed by certain of the Company’s subsidiaries.  A copy of the press release containing the announcement is included as Exhibit 99.1 to this Current Report and is incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

List of Exhibits

Exhibit No.
 
Description
 
Press Release dated February 22, 2021, issued by Coeur Mining, Inc.
104
  Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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/  Thomas S. Whelan
  Name:
Thomas S. Whelan
  Title:
Senior Vice President and Chief Financial Officer

Dated: February 22, 2021





Exhibit 99.1

NEWS RELEASE

Coeur Mining, Inc. Announces Upsize and Pricing of New Senior Notes

Chicago, Illinois – February 22, 2021 – Coeur Mining, Inc. (the “Company” or “Coeur”) (NYSE: CDE) today announced the upsize and pricing of its offering (the “Offering”) of U.S. $375,000,000 of 5.125% Senior Notes due 2029 (the “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 Offering was upsized from the previously announced $350,000,000 aggregate principal amount. The coupon of the Notes will be 5.125% per year from the date of issuance, payable semi-annually in arrears. The Notes will mature on February 15, 2029. The Offering is expected to close on or about March 1, 2021, subject to the satisfaction of various customary closing conditions.

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 $230,000,000 aggregate principal amount of its 5.875% Senior Notes due 2024 (the “2024 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 February 22, 2021 (the “Concurrent Tender Offer”), to pay the redemption price to redeem any of the 2024 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 2024 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 Company has not registered the Notes under the Securities Act or any state securities laws and will not register the Notes under the Securities Act or any state securities laws. The Notes will be subject to restrictions on transferability 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 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.

About Coeur
Coeur Mining, Inc. is a U.S.-based, well-diversified, growing precious metals producer with five wholly-owned operations: the Palmarejo gold-silver 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 Silvertip silver-zinc-lead mine in British Columbia. In addition, the Company has interests in several precious metals exploration projects throughout North America.
NEWS RELEASE

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 expectations regarding the closing of the Offering and (ii) Coeur’s intention to use the proceeds of the Offering to repurchase the 2024 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 2024 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 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 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. 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. This news release does not constitute an offer of any securities for sale.

For Additional Information
Coeur Mining, Inc.
104 S. Michigan Avenue, Suite 900
Chicago, Illinois 60603
Attention: Paul DePartout, Director, Investor Relations
Phone: (312) 489-5800