Coeur Mining, Inc. ("Coeur" or the "Company") ((NYSE, TSX:CDE) today announced that it has commenced a private exchange offer to certain Eligible Holders (the "Exchange Offer") for any and all of the US$400,000,000 aggregate principal amount outstanding 6.875% Senior Notes due 2032 (CUSIP: 644535 AJ5 / C62944 AE0; ISIN: US644535AJ57 / USC62944AE04) (the "Existing Notes") issued by New Gold Inc. ("New Gold") for up to US$400,000,000 aggregate principal amount of new notes to be issued by Coeur (the "New Notes") and cash.
In conjunction with the Exchange Offer, Coeur is concurrently soliciting consents (the "Consent Solicitation") to adopt certain proposed amendments to the indenture governing the Existing Notes (the "Existing Notes Indenture") to, among other things, eliminate from the Existing Notes Indenture (i) substantially all of the restrictive covenants and (ii) certain of the events which may lead to an "Event of Default" (collectively, the "Proposed Amendments"). The Proposed Amendments require the consent of the holders of not less than a majority in principal amount of the Existing Notes outstanding (the "Requisite Consent"). If the Requisite Consent is obtained, any remaining Existing Notes not tendered and exchanged for New Notes will be governed by the amended indenture. The Exchange Offer and the Consent Solicitation are subject to the same conditions, and any waiver of a condition by Coeur with respect to the Exchange Offer will automatically waive such condition with respect to the Consent Solicitation, as applicable.
As previously announced, Coeur has completed the acquisition of all of the issued and outstanding shares of New Gold (the "Transaction"). The consummation of the Transaction constitutes a "change of control" under the Existing Notes Indenture. Accordingly, pursuant to the existing terms of the Existing Notes Indenture, New Gold would be obliged to, within 30 days of the consummation of the Transaction, make an offer to repurchase all outstanding Existing Notes at a purchase price equal to 101% of the principal amount of the Existing Notes, plus accrued and unpaid interest, if any to, but excluding, the date of repurchase, in connection with the consummation of the Transaction (the "Change of Control Offer"). However, if the Exchange Offer is consummated and the Proposed Amendments are adopted, Coeur will no longer be obliged to make the Change of Control Offer.
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