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): March 14, 2008 (March 12, 2008)
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))
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| Item 1.01 |
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Entry into a Material Definitive Agreement |
Convertible Notes Offering
On March 12, 2008, Coeur d’Alene Mines Corporation. (the “Company”) entered into an
underwriting agreement (the “Underwriting Agreement”) with Deutsche Bank Securities Inc., as
representative of the several underwriters named therein (the “Underwriters”), relating to the sale
by the Company of $200,000,000 aggregate principal amount of its 3.25% Convertible Senior Notes due
2028 (the “Notes”), with an option granted to the Underwriters to purchase up to an additional
$30,000,000 aggregate principal amount of Notes solely to cover over-allotments. The Notes will be
issued under an indenture, dated March 18, 2008, between the Company and The Bank of New York as trustee (the “Trustee”), as supplemented by a first supplemental indenture, dated
March 18, 2008, between the Company and the Trustee (as supplemented, the “Indenture”).
The notes will bear interest at a rate of 3.25% per year, payable on March 15 and September 15
of each year, beginning on September 15, 2008. The notes will mature on March 15, 2028, unless
earlier converted, redeemed or repurchased by the Company.
Each holder of the notes may require that the Company repurchase some or all of the holder’s
notes on March 15, 2013, March 15, 2015, March 15, 2018 and March 15, 2023 at a repurchase price
equal to 100% of the principal amount of the notes to be repurchased, plus accrued and unpaid
interest, in cash, shares of common stock or a combination of cash and shares of common stock, at
the Company’s election. Holders will also have the right, following certain fundamental change
transactions, to require the Company to repurchase all or any part of their notes for cash at a
repurchase price equal to 100% of the principal amount of the notes to be repurchased plus accrued
and unpaid interest. The Company may redeem the notes for cash in whole or in part at any time on
or after March 22, 2015 at 100% of the principal amount of the notes to be redeemed plus accrued
and unpaid interest.
The notes will be convertible under certain circumstances, at the holder’s option, at an
initial conversion rate of 176.0254 shares of the Company’s common stock per $1,000 principal
amount of notes, which is equivalent to an initial conversion price of approximately $5.68 per
share of common stock (representing a 30% conversion premium based on the closing price of $4.37
per share of the Company’s common stock on March 12, 2008), subject to adjustment in certain
circumstances. The notes will provide for “net share settlement” of any conversions, which limits
the number of shares of common stock to be issued in the future. Pursuant to this feature, upon
conversion of the notes, the Company (1) will pay the note holder an amount in cash equal to the
lesser of the conversion obligation or the principal amount of the notes, and (2) will settle any
excess of the conversion obligation above the notes’ principal amount in the Company’s common
stock, cash or a combination thereof, at the Company’s election.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the Underwriting Agreement, which is attached hereto as Exhibit 1.1 and is
incorporated herein by reference.
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