ACQUISITIONS

In October 2017, the Company completed the acquisition of JDS Silver Holdings, Ltd. and its wholly-owned subsidiary JDS Silver Inc. (collectively, “JDS Silver”), which owns the underground Silvertip silver-zinc-lead mine in northern British Columbia, Canada. JDS Silver was purchased for approximately $156.2 million in cash and $36.0 million in Coeur common stock. In addition, the Company recorded $47.7 million of contingent consideration payable in cash and common stock upon reaching future permitting and resource declaration milestones. The cash consideration was funded with $100.0 million of borrowing under the Facility (as defined below) and cash on hand. Upon closing, the Company issued approximately 4.2 million Coeur shares to former shareholders of JDS Silver. The acquisition aligns with the Company’s strategic shift to a North America-focused mining portfolio.

The transaction was accounted for as a business combination, which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The Company incurred $3.3 million of acquisition costs, which are included in Pre-development, reclamation, and other on the Consolidated Statements of Comprehensive Income (Loss).

The acquisition is not significant to the Company’s results of operations, individually or in the aggregate, because the Silvertip mine is in pre-production. As there is no significant differences from the Company’s historical results of operations, no pro forma financial information is provided. In accordance with the acquisition method of accounting, the purchase price of Silvertip has been allocated to the acquired assets and assumed liabilities based on their estimated fair values on the acquisition date. The fair value estimates were based on, but not limited to, quoted market prices, where available; current replacement cost for similar capacity for certain fixed assets; and appropriate discount rates. The excess of the total consideration over the estimated fair value of the amounts initially assigned to the identifiable acquired assets and liabilities assumed has been recorded as mineral interest.

The allocation of purchase price to the acquired assets and liabilities assumed is preliminary as of December 31, 2017 and subsequent adjustments may result in changes to mineral interest and other carrying amounts initially assigned based on the preliminary fair value analysis. The principal remaining items to be valued are property, plant and equipment and mining properties, which will be finalized as management continues to review the valuation methodologies used to estimate the fair value of these assets.

The preliminary purchase price allocation is as follows (in thousands):



Common shares issued (4,191,679 at $8.59)	$	36,007
Cash	156,247
Contingent consideration	47,705
Total purchase price	$	239,959
Assets:
Receivables and other assets	$	9,881
Property, plant, and equipment	29,943
Mining properties, net	288,464
	328,288
Liabilities:
Accounts payable and accrued liabilities	13,077
Asset retirement obligation	6,982
Debt and capital lease	20,149
Deferred income taxes	48,121
	88,329
Net assets acquired	$	239,959

In April 2015, the Company completed the acquisition of Paramount, which held mineral claims adjacent to the Company's Palmarejo mine, including a continuation of the Independencia deposit. Upon closing, Paramount became a wholly-owned subsidiary of the Company, and each issued and outstanding share of Paramount common stock was converted into 0.2016 shares of Coeur common stock, with cash paid in lieu of fractional shares. Immediately prior to completion of the acquisition, Paramount spun off to its existing stockholders a separate, publicly-traded company, Paramount Gold Nevada Corp. (“SpinCo”), which owns the Sleeper Gold Project and other assets in Nevada. SpinCo was capitalized with $8.5 million in cash contributed by Coeur, which amount has been included in the total consideration paid for the acquisition of Paramount. The Company also paid $1.5 million to acquire 4.9% of the newly issued and outstanding shares of SpinCo.

The transaction was accounted for as an asset acquisition, as Paramount is an exploration stage project, which requires that the total purchase price be allocated to the assets acquired and liabilities assumed based on their relative fair values. The purchase price and acquired assets and liabilities were as follows (in thousands except share data):



Common shares issued (32,667,327 at $5.78)	$	188,817
Cash	8,530
Transaction advisory fees and other acquisition costs	4,020
Total purchase price	$	201,367

Total assets acquired	$	307,193
Total liabilities assumed	105,826
Net assets acquired	$	201,367

The assets acquired and liabilities assumed have been assigned to the Palmarejo reportable operating segment.

In February 2015, the Company completed its acquisition of the Wharf gold mine located near Lead, South Dakota, from a subsidiary of Goldcorp in exchange for $99.4 million in cash. The transaction was accounted for as a business combination which requires that assets acquired and liabilities assumed be recognized at their respective fair values at the acquisition date. The Company incurred $2.1 million of acquisition costs, which are included in Pre-development, reclamation, and other on the Consolidated Statements of Comprehensive Income (Loss).

The purchase price allocation was based on the fair value of acquired assets and liabilities as follows (in thousands):



Total assets acquired	133,269
Total liabilities assumed	33,873
Net assets acquired	$	99,396