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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): December 20, 2010
Coeur d’Alene Mines Corporation
(Exact name of registrant as specified in its charter)
IDAHO
(State or other jurisdiction
of incorporation or organization)
1-8641
(Commission File Number)
82-0109423
(IRS Employer Identification No.)
505 Front Ave., P.O. Box “I”
Coeur d’Alene, Idaho, 83816
(Address of Principal Executive Offices)
(208) 667-3511
(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on October 27, 2009, Coeur Alaska Inc. (the “Borrower”), a
wholly-owned subsidiary of Coeur d’Alene Mines Corporation (the “Company”) entered into a $45.0
million secured term facility with Credit Suisse as arranger, security agent, facility agent and
hedge provider, and the lender party thereto, to finance construction at the Company’s Kensington
mine located north of Juneau, Alaska. On December 20, 2010, the Borrower and the Company amended
and restated this secured term facility (as amended, the “Amended Credit Facility”) with Credit
Suisse AG as arranger, security agent, facility agent and lender and Credit Suisse International as
hedge provider. The Amended Credit Facility permits borrowings of up to $100 million and expires
December 31, 2015. Amounts may be borrowed under the Amended Credit Facility to finance general
corporate and working capital purposes of the Borrower or the Company, to fund certain capital
expenditures or to repay certain obligations. The Borrower’s obligations under the Amended Credit
Facility are secured by all of the Borrower’s assets and the land mineral rights and infrastructure
at the Kensington mine, as well as a pledge of the shares of the Borrower owned by the Company, and
are guaranteed by the Company pursuant to a guarantee agreement dated October 27, 2009 (the
“Guarantee”). In connection with the amendment of the credit facility, the Guarantee was amended
pursuant to a letter from the Company to Credit Suisse AG, dated December 20, 2010 (the “Guarantor
Side Letter”), to provide that the Company will limit borrowings or asset dispositions by its
Bolivian subsidiary Empresa Minera Manquiri S.A.
Borrowings under the Amended Credit Facility will bear interest at a rate equal to LIBOR plus
4.5% per year.
Voluntary prepayments of the loans and voluntary reductions of the unutilized portion of the
commitments under the Amended Credit Facility are permissible, subject to certain conditions
pertaining to minimum notice and minimum reduction amounts. In addition, voluntary prepayments and
reductions are subject to payment of customary break costs. The Amended Credit Facility requires
the Borrower to maintain accounts for a debt service reserve and project proceeds. The Borrower
has pledged each of these accounts to Credit Suisse under account pledge agreements. In addition,
pursuant to the Amended Credit Facility, the Borrower has entered into hedging arrangements with
Credit Suisse International designed to reduce cash flow volatility in the event of fluctuations in
the price of gold.
The Amended Credit Facility contains affirmative and negative covenants that we believe are
usual and customary, including financial covenants that the Borrower’s debt to equity ratio shall
not exceed 40% and that the ratio of project cash flow to debt service shall be at least 125%.
Project covenants include covenants as to performance of sales contracts, maintenance and
management.
The negative covenants include limitations (each of which is subject to customary exceptions
for financings of this type) on the Borrower’s ability to grant liens, enter into mergers, pay
dividends or other distributions or incur additional debt.
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The Amended Credit Facility also contains customary events of default (subject to grace
periods and exceptions).
Copies of the Amended Credit Facility and the Guarantor Side Letter are attached hereto as
Exhibits 10.1 and 10.2 and are incorporated herein by reference. The descriptions of the Amended
Credit Facility, the Guarantee and Guarantor Side Letter are summaries only and are qualified in
their entirety by the terms of the Amended Credit Facility, the Guarantee and the Guarantor Side
Letter.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information disclosed in Item 1.01 of this Form 8-K is incorporated into this Item 2.03 in
its entirety by reference.
Item 8.01. Other Events.
On December 23, 2010, pursuant to privately-negotiated purchase agreements, the Company agreed
with certain holders of its Senior Term Notes due 2012 (the “Notes”) to purchase $36.67 million
aggregate principal amount of the Notes at purchase prices equal to 118% of the principal amount
and accrued interest through December 31, 2010, less accrued interest payable to holders as of
December 15, 2010, the record date for the December 31, 2010 interest payment. The purchases of
the Notes are expected to be consummated on or around December 27, 2010.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Description of Exhibit |
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10.1
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Term Facility Agreement, amended and restated on December 20, 2010,
among Coeur Alaska Inc. as Borrower, Credit Suisse AG as Arranger,
Security Agent, Facility Agent and lender and Credit Suisse
International as Hedge Provider |
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10.2
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Letter, dated December 20, 2010, from the Company to Credit Suisse AG |
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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.
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Coeur d’Alene Mines Corporation
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| Date: December 27, 2010 |
By: |
/s/ Mitchell J. Krebs
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Name: |
Mitchell J. Krebs |
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Title: |
Chief Financial Officer |
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Exhibit Index
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| Exhibit |
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| Number |
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Description of Exhibit |
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10.1
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Term Facility Agreement, amended and restated on December 20, 2010,
among Coeur Alaska Inc. as Borrower, Credit Suisse AG as Arranger,
Security Agent, Facility Agent and lender and Credit Suisse
International as Hedge Provider |
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10.2
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Letter, dated December 20, 2010 from the Company to Credit Suisse AG |
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