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): February 28, 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

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 2.01. Completion of Acquisition of Disposition of Assets.

On February 28, 2018, Coeur Mining, Inc. (the “Company” or “Coeur”) completed the previously announced sale (the “Transaction”) of its subsidiary Empresa Minera Manquiri S.A., a Bolivian sociedad anónima (“Manquiri”) to Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB) (the “Buyer”). Manquiri operates the San Bartolomé mine and processing facility near Potosì, Bolivia. 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”) completed the sale of 100% of the issued and outstanding shares of Manquiri in exchange for: (A) 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.

Additional information regarding the Transaction is provided in the Current Report on Form 8-K filed by the Company on December 26, 2017 and the Current Report on Form 8-K filed by the Company on February 16, 2018.

Unaudited pro forma financial information, giving effect to the sale Transaction, as required by Item 9.01(b) of Form 8-K is furnished as Exhibit 99.1 of this Current Report on Form 8-K.

Item 7.01. Regulation FD Disclosure.

On February 28, 2018, the Company issued a press release announcing the completion of the Transaction. A copy of the press release is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(b)    Pro Forma Financial Information

The Company’s unaudited pro forma condensed consolidated financial information as of December 31, 2017 and for the year ended December 31, 2017, which reflect the sale Transaction described in Item 2.01, is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

(d)    List of Exhibits

Exhibit No.	Description
Exhibit 99.1	Unaudited pro forma condensed consolidated financial information of Coeur Mining, Inc.
Exhibit 99.2	Press Release dated February 28, 2018, issued by Coeur Mining, Inc.

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 28, 2018	By: /s/ Peter C. Mitchell
	Name: Peter C. Mitchell Title: Senior Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

On February 28, 2018, Coeur Mining, Inc. (the “Company” or “Coeur”) completed the previously announced sale (the “Transaction”) of its subsidiary Empresa Minera Manquiri S.A., a Bolivian sociedad anónima (“Manquiri”) to Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB) (the “Buyer”). Manquiri operates the San Bartolomé mine and processing facility near Potosì, Bolivia. 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”) completed the sale of 100% of the issued and outstanding shares of Manquiri in exchange for: (A) 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.

The following unaudited pro forma condensed consolidated financial statements are based upon the historical financial statements for the Company, adjusted to reflect the sale of Manquiri.

1

Coeur Mining, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Statements of Operations (Unaudited)

Year Ended December 31, 2017

	Consolidated Company (a)			Manquiri Adjustments			Pro Forma Consolidated Company
	In thousands, except per share data
Revenue	$	709,598		$	—		$	709,598
COSTS AND EXPENSES							—
Costs applicable to sales(1)	440,260			—			440,260
Amortization	146,549			—			146,549
General and administrative	33,616			—			33,616
Exploration	30,311			—			30,311
Pre-development, reclamation, and other	18,936			—			18,936
Total costs and expenses	669,672			—			669,672
OTHER INCOME (EXPENSE), NET
Loss on debt extinguishment	(9,342		)	—			(9,342		)
Fair value adjustments, net	(864		)	—			(864		)
Interest expense, net of capitalized interest	(16,440		)	—			(16,440		)
Other, net	26,643			1,872		(b)	28,515
Total other income (expense), net	(3		)	1,872			1,869
Income (loss) before income and mining taxes	39,923			1,872			41,795
Income and mining tax (expense) benefit	(28,998		)	—			(28,998		)
Income (loss) from continuing operations	$	10,925		$	1,872		$	12,797
Net income (loss) from continuing operations per common share, basic	$	0.06					$	0.07
Net income (loss) from continuing operations per common share, diluted	$	0.06					$	0.07
Weighted average number of shares of common stock
Basic	180,096						180,096
Diluted	184,144						184,144

(1) Excludes amortization.

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

2

Coeur Mining, Inc. and Subsidiaries

Pro Forma Condensed Consolidated Balance Sheet (Unaudited)

Year Ended December 31, 2017

	Consolidated Company (c)			Manquiri Adjustments			Pro Forma Consolidated Company
ASSETS	In thousands, except share data
CURRENT ASSETS
Cash and cash equivalents	$	192,032		$	1,050	(d)	$	193,082
Receivables	19,069			10,424		(e)	29,493
Inventory	58,230			—			58,230
Ore on leach pads	73,752			—			73,752
Prepaid expenses and other	15,053			—			15,053
Assets held for sale	91,421			(91,421		) (f)	—
	449,557			(79,947		)	369,610
NON-CURRENT ASSETS
Property, plant and equipment, net	254,737			—			254,737
Mining properties, net	829,569			8,140		(g)	837,709
Ore on leach pads	65,393			—			65,393
Restricted assets	20,847			—			20,847
Equity and debt securities	34,837			—			34,837
Receivables	28,750			28,303		(e)	57,053
Other	17,485			—			17,485
TOTAL ASSETS	$	1,701,175		$	(43,504	)	$	1,657,671
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES
Accounts payable	$	48,592		$	—		$	48,592
Accrued liabilities and other	94,930			5,520		(h)	100,450
Debt	30,753			—			30,753
Reclamation	3,777			—			3,777
Liabilities held for sale	50,677			(50,677		) (f)	—
	228,729			(45,157		)	183,572
NON-CURRENT LIABILITIES
Debt	380,569			—			380,569
Reclamation	117,055			—			117,055
Deferred tax liabilities	105,148			—			105,148
Other long-term liabilities	54,697			—			54,697
	657,469			—			657,469
STOCKHOLDERS’ EQUITY
Common stock, par value $0.01 per share; authorized 300,000,000 shares, issued and outstanding 185,637,724 at December 31, 2017	1,856			—			1,856
Additional paid-in capital	3,357,345			—			3,357,345
Accumulated other comprehensive income (loss)	2,519			—			2,519
Accumulated deficit	(2,546,743		)	1,653		(i)	(2,545,090		)
	814,977			1,653			816,630
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY	$	1,701,175		$	(43,504	)	$	1,657,671

See accompanying notes to the unaudited pro forma condensed consolidated financial statements.

3

Coeur Mining, Inc. and Subsidiaries

Notes to Pro Forma Condensed Consolidated Financial Statements (Unaudited)

1) BASIS OF PRESENTATION

The unaudited pro forma financial information is presented to illustrate the effect of the sale of Manquiri on the Company’s historical financial position and operating results. The unaudited pro forma condensed consolidated balance sheet is as of December 31, 2017 and is based upon our historical statements after giving effect to the sale of Manquiri as if it had occurred on December 31, 2017. The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2017 is based upon our historical statements after giving effect to the sale of Manquiri as if it had occurred on January 1, 2017. The unaudited pro forma financial information should be read in conjunction with the historical consolidated financial statements and notes thereto of the Company contained in the Annual Report on Form 10-K for the year ended December 31, 2017.

The unaudited pro forma condensed consolidated financial statements are presented for illustrative purposes only and are not intended to represent or be indicative of our consolidated results of operations or financial position that would have been reported had the sale of Manquiri been completed as of the dates presented, and should not be taken as representation of our future consolidated results of operations or financial condition. The pro forma adjustments are based upon available information and certain assumptions that management believes are reasonable under the circumstances; however, actual amounts could differ.

2) PRO FORMA ADJUSTMENTS

The pro forma adjustments are based on the Company's preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma combined financial information:

Adjustments to the pro forma condensed consolidated statement of operations

(a)    Reflects the Company’s historical consolidated statement of operations for year ended December 31, 2017 as reported in the Company's Form 10-K as of December 31, 2017.

(b)    Reflects the interest income resulting from the interest on the value added tax refunds and Notes, which the Company received in conjunction with the sale of Manquiri.

Adjustments to the pro forma condensed consolidated balance sheet

(c)    Reflects the Company’s condensed historical consolidated balance sheet as of December 31, 2017 as reported in the Company's Form 10-K as of December 31, 2017.

(d)    Reflects cash settlement in advance of the sale of Manquiri.

(e)    Reflects the estimated aggregate fair value of the value added tax refunds and Notes, which the Company received in conjunction with the sale of Manquiri. The amounts to be received are classified as either short-term or long-term depending on when they are expected to be collected by the Company.

(f)    Reflects Manquiri's assets and liabilities, which were classified as held for sale as of December 31, 2017 as reported in the Company's Form 10-K as of December 31, 2017.

(g)    Reflects the estimated aggregate fair value of the 2.0% net smelter returns royalty, which the Company received in conjunction with the sale of Manquiri.

(h)    Reflects the Company's estimated indemnification obligation pursuant to the terms of the Transaction.

(i)    This adjustment reflects the estimated gain of $1.7 million arising from the transaction as of February 28, 2018. This estimated gain has not been reflected in the pro forma consolidated statement of operations as it is considered to be nonrecurring in nature. No adjustment has been made to the sale proceeds to give effect to any potential post-closing adjustments under the terms of the Transaction.

4

EX-99.2

Exhibit 99.2

NEWS RELEASE

Coeur Completes Sale of its 100%-Owned Bolivian Subsidiary

Chicago, Illinois - February 28, 2018 - Coeur Mining, Inc. (“Coeur” or the “Company”) (NYSE: CDE) today announced that it has closed the sale of all of the outstanding capital stock of its wholly-owned Bolivian subsidiary, Empresa Minera Manquiri, S.A. (“Manquiri”), which operates the San Bartolomé Mine and processing facility near Potosí, Bolivia, to Ag-Mining Investments, AB (formerly NewCo 4714 Sweden AB under change of name to Argentum Investment AB) (“Ag-Mining”) by way of the previously announced agreement (the “Agreement”).

Pursuant to the Agreement, Ag-Mining acquired Manquiri from Coeur for consideration of: a 2.0% net smelter returns royalty payable to Coeur on all metals processed through the San Bartolomé Mine’s processing facility commencing on closing of the transaction, which Coeur estimates is worth approximately $8 million, and promissory notes to Coeur having an aggregate principal amount equal to $27.6 million, payable in equal monthly installments beginning on October 1, 2018 with a maturity date of September 1, 2019. In addition, all refunds of pre-closing value added tax (“VAT”) that will be collected or received by Manquiri in the future for any period ending on or before the closing date, net of collection costs, will be paid to Coeur. The balance of outstanding VAT at closing was $14 million.

As an all-stock transaction, except as otherwise specifically provided in the Agreement, all of the current and future assets and liabilities of Manquiri are retained by the entity under the new ownership by Ag-Mining.

Coeur’s U.S. legal advisor was Gibson, Dunn & Crutcher LLP. Much Shelist, P.C. acted as U.S. legal advisor to Ag-Mining.

About Coeur

Coeur Mining, Inc. is a well-diversified, growing precious metals producer with five mines in North America employing approximately 2,000 people. Coeur’s wholly-owned operations include the Palmarejo silver-gold complex in Mexico, the Silvertip silver-zinc-lead mine in British Columbia, the Rochester silver-gold mine in Nevada, the Kensington gold mine in Alaska, and the Wharf gold mine in South Dakota. In addition, the Company owns the La Preciosa project in Mexico, a silver-gold exploration stage project, and conducts exploration activities throughout North America.

Cautionary Statements

This news release contains forward-looking statements within the meaning of securities legislation in the United States and Canada, including statements regarding anticipated consideration value. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause Coeur'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 that anticipated consideration value for the sale of Manquiri is not realized, 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, silver, zinc, and lead, and a sustained lower price environment, the uncertainties inherent in Coeur'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, the uncertainties inherent in the estimation of resources, changes that could result from Coeur's future acquisition of new mining properties or businesses, the loss of any third-party smelter to which Coeur markets commodities, 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 political risks and uncertainties associated with operations in Bolivia, Coeur'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, Coeur's most recent reports on Form 10-K or 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. Coeur disclaims any intent or obligation to update publicly such forward-looking statements, 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.

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

www.coeur.com