Coeur Mining (NYSE: CDE) swaps 96% of New Gold 2032 notes
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Coeur Mining, Inc. completed its previously announced private exchange offer and consent solicitation for New Gold Inc.’s 6.875% Senior Notes due 2032. Coeur accepted a total of US$385,800,000 aggregate principal amount of Existing Notes, representing about 96.45% of the US$400,000,000 outstanding.
In settlement, Coeur issued US$385,774,000 of its own 6.875% Senior Notes due 2032 and paid approximately US$771,600 in cash. Coeur received no cash proceeds, as the transaction was an exchange of debt. The new notes are unsecured senior obligations, guaranteed by certain subsidiaries, with interest at 6.875% payable semi-annually.
The indenture includes typical high-yield covenants limiting additional debt, restricted payments, asset sales, liens, affiliate transactions and certain mergers. It also provides change-of-control and specified asset-sale repurchase rights, early redemption options (including an equity clawback before April 1, 2028), and customary events of default.
Positive
- None.
Negative
- None.
Insights
Coeur exchanges most New Gold 2032 notes into its own 2032 notes on similar terms, reshaping rather than raising debt.
Coeur Mining completed a private exchange in which holders tendered about US$385.8M of New Gold’s US$400M 6.875% notes due 2032. Coeur issued US$385.774M of new 6.875% notes plus roughly US$0.77M in cash, with no cash proceeds to Coeur.
The new notes are unsecured senior obligations with subsidiary guarantees and typical high-yield covenants limiting leverage, restricted payments, asset sales and affiliate transactions. Features include make-whole redemption before April 1, 2028, step-down call prices thereafter, and an equity-offering redemption of up to 35%.
Investors also gain change-of-control and specified asset-sale put rights at defined prices. Overall, the transaction primarily exchanges credit exposure from New Gold to Coeur under a detailed indenture rather than changing aggregate coupon or maturity, with economic impact depending on Coeur’s future operating and financing performance.
8-K Event Classification
4 items: 1.01, 2.03, 7.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Existing Notes Outstanding: US$400,000,000 aggregate principal
Existing Notes Tendered: US$385,800,000 aggregate principal
New Notes Issued: US$385,774,000 aggregate principal
+4 more
7 metrics
Existing Notes Outstanding
US$400,000,000 aggregate principal
New Gold 6.875% Senior Notes due 2032 before exchange
Existing Notes Tendered
US$385,800,000 aggregate principal
Validly tendered and accepted, about 96.45% of outstanding
New Notes Issued
US$385,774,000 aggregate principal
Coeur 6.875% Senior Notes due 2032 issued in exchange
Cash Consideration
US$771,600
Cash paid including US$770,600 consideration and US$1,000 in lieu of fractional notes
Coupon Rate
6.875% per year
Interest rate on Coeur’s new Senior Notes due 2032
Early Participation Tender
US$385,300,000
Existing Notes tendered at or before the Early Participation Date
Additional Late Tender
US$500,000
Existing Notes tendered after Early Participation Date but before Expiration Date
Key Terms
Exchange Offer, Consent Solicitation, Indenture, make-whole premium, +2 more
6 terms
Exchange Offer financial
"completed its previously announced private exchange offer (the “Exchange Offer”)"
An exchange offer is a proposal where a company asks investors to swap existing securities, like bonds or shares, for new ones, often with different terms or maturity dates. It matters to investors because it can affect the value of their holdings and the company's financial strategy, potentially providing benefits like better interest rates or reduced debt.
Consent Solicitation financial
"private exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”)"
A consent solicitation is a formal request sent to shareholders or creditors asking them to sign off on a proposed corporate change—such as altering governance rules, approving a deal, or waiving contract terms—without holding a full meeting. It matters to investors because it can quickly change their rights, voting power or the company’s direction, much like asking neighbors to sign a petition to alter a shared fence rather than discussing it at a community meeting.
Indenture financial
"The Notes are governed by an Indenture, dated as of April 22, 2026"
An indenture is a legal agreement between a company that borrows money by issuing bonds and the people who buy those bonds. It explains the rules the company must follow, like paying back the money and keeping certain financial promises. This document helps both sides understand their rights and responsibilities.
Change of Control financial
"Upon the occurrence of a Change of Control (as defined in the Indenture)"
A change of control occurs when the ownership or management of a company shifts significantly, such as through a sale, merger, or acquisition, resulting in new leadership or ownership structure. This change can impact the company's direction and decision-making, which is important for investors because it may affect the company's stability, strategy, and future prospects.
Events of Default financial
"The Indenture also contains certain “Events of Default” (as defined in the Indenture)"
Events of default are specific breaches or failures listed in a loan, bond, or credit agreement that give lenders the right to act, such as demanding immediate repayment, raising interest rates, or taking secured assets. They matter to investors because triggering one is like setting off a financial alarm: it raises the chance of foreclosure, restructuring, or bankruptcy and can sharply reduce the value of a company’s stock or bonds and increase borrowing costs.
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): April 22, 2026
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(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:
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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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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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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 1.01. |
Entry into a Material Definitive Agreement.
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On April 22, 2026, Coeur Mining, Inc. (the “Company”) completed its previously
announced private exchange offer (the “Exchange Offer”) and consent solicitation (the “Consent Solicitation”) relating to the $400,000,000 aggregate principal amount of 6.875% Senior Notes due 2032 (the “Existing Notes”) issued by New Gold Inc. In
connection with the settlement of the Exchange Offer, the Company issued $385,774,000 aggregate principal amount of its 6.875% Senior Notes due 2032 (the “Notes”) in a private exchange to Eligible Holders in reliance on Section 4(a)(2) of the
Securities Act of 1933, as amended (the “Securities Act”), and, outside the United States, in offshore transactions in compliance with Regulation S under the Securities Act.
The Notes are governed by an Indenture, dated as of April 22, 2026 (the “Indenture”), among the Company, as issuer, certain of the
Company’s subsidiaries named therein, as guarantors thereto (the “Guarantors”), and The Bank of New York Mellon, as trustee (the “Trustee”). The Indenture, which includes the form of the Notes, is attached hereto as Exhibit 4.1 and is incorporated
herein by reference. The description of the Indenture and the Notes in this report are summaries only and are qualified in their entirety by the terms of the Indenture and the Notes, respectively.
The Company did not receive any cash proceeds from the issuance of the Notes. The Notes were issued in exchange for Existing Notes
tendered and accepted in the Exchange Offer, and the Company paid cash consideration in connection therewith, together with fees and expenses related to the Exchange Offer and Consent Solicitation.
The Notes are the Company’s unsecured senior obligations and rank equally in right of payment with all of its existing and future
unsecured senior debt and rank senior in right of payment to all of its existing and future subordinated debt. The Notes are effectively subordinated to any of the Company’s existing and future secured debt to the extent of the value of the assets
securing such debt. Initially, the Company’s obligations under the Notes are jointly and severally guaranteed by certain of the Company’s wholly-owned subsidiaries. In addition, each of the Company’s restricted subsidiaries that guarantees other
indebtedness that exceeds $20,000,000 aggregate principal amount, will be required to guarantee the Notes in the future. The guarantees rank equally in right of payment to all of the Guarantors’ existing and future unsecured senior debt and rank
senior in right of payment to all of the Guarantors’ existing and future subordinated debt. The guarantees are effectively subordinated to any of the Guarantors’ existing and future secured debt to the extent of the value of the assets securing
such debt. The Notes are also structurally subordinated to the liabilities of subsidiaries of the Company that have not guaranteed the Notes.
The Notes bear interest at a rate of 6.875% per year from the date of issuance. Interest on the Notes is payable semi-annually in
arrears on April 1 and October 1 of each year.
At any time prior to April 1, 2028, the Company may redeem all or part of the Notes upon not less than 30 nor more than 60 days’
prior notice at a redemption price equal to the sum of (i) 100% of the principal amount thereof, plus (ii) a make-whole premium as of the date of redemption, plus (iii) accrued and unpaid interest, if any, thereon, to the date of redemption. In
addition, the Company may redeem some or all of the Notes on or after April 1, 2028, at redemption prices set forth in the Indenture, together with accrued and unpaid interest. At any time prior to April 1, 2028, the Company may use the proceeds
of certain equity offerings to redeem up to 35% of the aggregate principal amount of the Notes at a redemption price specified in the Indenture.
Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its right to redeem the Notes, each
holder of Notes will have the right to require the Company to repurchase all or a portion of such holder’s Notes at a price equal to 101% of the principal amount thereof, plus accrued and unpaid interest, if any, to the date of repurchase.
If the Company or its restricted subsidiaries sell assets under certain circumstances specified in the Indenture and do not use the proceeds for
certain specified purposes, the Company must offer to use certain net proceeds therefrom to repurchase the Notes and other debt that ranks equal in right of payment to the Notes on a pro rata basis. The purchase price of the Notes will be equal to
100% of the principal amount of the Notes repurchased, plus accrued and unpaid interest, if any, to the applicable date of repurchase.
The Indenture contains covenants that, among other things, limit the Company’s ability under certain circumstances to incur additional indebtedness,
pay dividends or make other distributions or repurchase or redeem capital stock, prepay, redeem or repurchase certain debt, make loans and investments, create liens, sell, transfer or otherwise dispose of assets, enter into transactions with
affiliates, enter into agreements restricting the Company’s subsidiaries’ ability to pay dividends and impose conditions on the Company’s ability to engage in mergers, consolidations and sales of all or substantially all of its assets.
The Indenture also contains certain “Events of Default” (as defined in the Indenture) customary for indentures of this type. If an Event of Default
has occurred and is continuing, the Trustee or the holders of not less than 25% in aggregate principal amount of the Notes then outstanding may declare all unpaid principal of, premium, if any, and accrued interest on all the Notes to be due and
payable.
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| Item 2.03. |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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See disclosure contained in Item 1.01 above, which is incorporated herein by reference.
| Item 7.01. |
Regulation FD Disclosure.
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Press Release
On April 21, 2026, Coeur issued a
press release (the “Press Release”) announcing the expiration and final results of the Exchange Offer and Consent
Solicitation.
A copy of the Press Release is attached as Exhibit 99.1. The information set forth in this Item 7.01,
including Exhibit 99.1, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. The
information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. |
Financial Statements and Exhibits.
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List of Exhibits
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Exhibit No.
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Description
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4.1
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Indenture, dated as of April 22, 2026, among Coeur Mining, Inc., as issuer, certain subsidiaries as guarantors and The Bank of New York Mellon, as trustee.
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99.1
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Press Release, dated April 21, 2026.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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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 MINING, INC.
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| Dated: April 22, 2026 |
By: | /s/ Thomas S. Whelan | |
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Name:
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Thomas S. Whelan
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Title:
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Executive Vice President and Chief Financial Officer
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Exhibit 99.1
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Coeur Mining, Inc. Announces Expiration and Final Results of Previously Announced Exchange Offer and
Consent Solicitation for New Gold Senior Notes
April 21, 2026
CHICAGO--(BUSINESS WIRE)--Coeur
Mining, Inc. (NYSE: CDE) (“Coeur” or the “Company”) today announced the final results of its previously announced private exchange offer to
certain Eligible Holders (the “Exchange Offer”) for any and all of the US$400,000,000 aggregate principal amount outstanding of the 6.875% Senior
Notes due 2032 (CUSIP: 644535 AJ5 / C62944 AE0; ISIN: US644535AJ57 / USC62944AE04) (the “Existing Notes”) issued by New Gold Inc. (“New
Gold”), in exchange for Coeur’s 6.875% Senior Notes due 2032 (the “New Notes”) and cash, pursuant to the terms and subject to the conditions set forth in the exchange offer memorandum and consent
solicitation statement dated March 23, 2026 (as the same may be amended or supplemented from time to time, the “Exchange Offer Memorandum”).
As of 5:00 p.m., New York City time, on April 20, 2026 (the “Expiration Date”), according to information provided by Global Bondholder Services Corporation, the information agent and exchange agent for the Exchange Offer, US$500,000
aggregate principal amount of Existing Notes had been validly tendered and not validly withdrawn after 5:00
p.m., New York City time, on April 3, 2026 (the “Early Participation Date”), but prior to the Expiration Date. Subject to the terms and conditions of the Exchange
Offer, Coeur is accepting for purchase all US$500,000 aggregate principal amount of Existing
Notes validly tendered after the Early Participation Date and at or prior to the Expiration Date, in addition to the US$385,300,000 aggregate principal amount of Existing
Notes validly tendered at or prior to the Early Participation Date, for a total of US$385,800,000 aggregate principal amount of Existing Notes (representing approximately 96.45% of the outstanding Existing Notes) validly tendered and not validly withdrawn, and accepted for exchange, in exchange for $385,774,000 in aggregate
principal amount of New Notes and approximately $771,600 in cash (including $770,600 in cash consideration and $1,000 in cash in lieu of fractional notes). The settlement date with respect to all Existing Notes validly tendered and
not validly withdrawn and accepted for purchase is April 22, 2026.
RBC Capital Markets, LLC acted as the Dealer Manager
for the Exchange Offer. The information agent and exchange agent was Global Bondholder
Services Corporation.
The New Notes offered in the
Exchange Offer have not been registered under the Securities Act
of 1933, as amended (the “Securities Act”), or any state securities laws. Therefore, the New Notes may not be offered or sold in the United States absent registration or an applicable exemption from the
registration requirements of the Securities Act, and any applicable state securities laws.
About Coeur
Coeur Mining, Inc. (NYSE: CDE) is a U.S.-based,
well-diversified, growing precious metals producer with seven wholly-owned operations: the New Afton gold-copper mine in British Columbia, Canada, the Rainy River gold-silver mine in Ontario, Canada, the Las Chispas silver-gold mine in Sonora, Mexico, the Palmarejo gold-silver mine in Chihuahua, Mexico, 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 wholly-owns the Silvertip polymetallic critical minerals exploration project in British Columbia, Canada.
Forward-Looking Statements and Cautionary Statements
Certain statements in this press release, including, but not limited to, any statements regarding Coeur’s
or New Gold’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts are “forward-looking” statements based on
assumptions currently believed to be valid. Forward-looking statements are all statements other than statements of historical facts. The words “anticipate,” “believe,” “ensure,” “expect,” “if,” “intend,” “estimate,” “probable,” “project,”
“forecasts,” “predict,” “outlook,” “aim,” “will,” “could,” “should,” “would,” “potential,” “may,” “might,” “anticipate,” “likely,” “plan,” “positioned,” “strategy,” and similar expressions or other words of similar meaning, and the negatives
thereof, are intended to identify forward-looking statements. Specific forward-looking statements include, but are not limited to, statements regarding Coeur’s or New
Gold’s plans and expectations with respect to the anticipated impact of the transaction on the combined company’s results of operations, financial position, growth opportunities and competitive position,
including strategies and plans and integration. The forward-looking statements are intended to be subject to the safe harbor provided by Section
27A of the Securities Act, Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 or
“forward-looking information” within the meaning of applicable Canadian securities laws.
These forward-looking statements involve significant risks and uncertainties that could cause actual results to differ materially from those
anticipated, including, but not limited to, potential adverse reactions or changes to business or employee relationships of Coeur
or New Gold, including those resulting from the completion of the Exchange Offer; the diversion of management time on transaction-related
issues; the ultimate timing, outcome and results of integrating the operations of Coeur and New Gold; the effects of the business combination of Coeur and New Gold, including the combined company’s future financial condition, results of operations, strategy and plans; the ability of the combined company
to realize anticipated synergies in the timeframe expected or at all; changes in capital markets and the ability of the combined company to finance operations in the manner expected; the risk of any litigation relating to the transaction; the risk of changes in governmental regulations or enforcement practices; the effects of commodity prices, life of mine estimates; the timing and amount of estimated future production; the
risks of mining activities; and the fact that operating costs and business disruption may be greater than expected. Expectations regarding business outlook, including changes in revenue, pricing, capital expenditures, cash flow generation,
strategies for the combined company’s operations, gold, silver and copper market conditions, legal, economic and regulatory conditions, and environmental matters are only forecasts regarding these matters.
Additional factors that could cause results to differ materially from those described above can be found in the Exchange Offer Memorandum under “Risk Factors,” in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2025, which is on file with the U.S. Securities and Exchange Commission (the “SEC”) and is available from Coeur’s website at www.coeur.com under the “Investors” tab, and in other documents Coeur’s files with the SEC and
in New Gold’s annual information form for the year ended December 31, 2024, which is
on file with the SEC and on the Canadian System for Electronic Document Analysis and Retrieval (“SEDAR+”) and available
from New Gold’s website at www.newgold.com under the “Investors” tab, and in other documents New Gold files with the SEC or on SEDAR+.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Coeur’s nor New Gold assumes any obligation to update forward-looking statements to reflect
circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by applicable securities laws. As forward-looking statements involve significant
risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
NO OFFER OR SOLICITATION
This communication is not intended to and does not constitute an offer to purchase, or the solicitation of an offer to sell, or the solicitation of
tenders or consents with respect to any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities
laws of any such jurisdiction. The Exchange Offer and Consent Solicitation are being made solely
pursuant to the Exchange Offer Memorandum and only to such persons and in such jurisdictions as is permitted under applicable law.
For Additional Information
Coeur Mining, Inc.
200 S. Wacker Drive, Suite 2100
Chicago, Illinois 60606
Attention: Jeff Wilhoit, Senior Director, Investor Relations
Phone: (312) 489-5800
Source: Coeur Mining
FAQ
What did Coeur Mining (CDE) announce about the New Gold 2032 senior notes exchange?
Coeur Mining completed its private exchange offer for New Gold’s 6.875% Senior Notes due 2032. Holders tendered about US$385.8 million of the US$400 million outstanding, receiving Coeur’s new 6.875% notes due 2032 plus a small cash component.
How many New Gold 6.875% 2032 notes were exchanged and what did Coeur issue in return?
Investors tendered US$385,800,000 principal of New Gold’s 6.875% Senior Notes due 2032. In exchange, Coeur issued US$385,774,000 principal of its own 6.875% Senior Notes due 2032 and paid approximately US$771,600 in cash, including cash in lieu of fractional notes.
Did Coeur Mining receive any cash proceeds from the 2032 note exchange offer?
Coeur Mining did not receive cash proceeds from the exchange. The transaction involved issuing new 6.875% Senior Notes due 2032 in exchange for Existing Notes, plus cash paid to tendering holders and related fees and expenses, rather than raising new capital for the company.
What are the key terms of Coeur Mining’s new 6.875% Senior Notes due 2032?
The new notes bear 6.875% annual interest, payable semi-annually on April 1 and October 1. They are unsecured senior obligations, guaranteed by certain subsidiaries, with early redemption options, change-of-control repurchase rights, and asset-sale repurchase provisions defined in the indenture.
What covenants and protections are included in Coeur Mining’s new 2032 senior notes indenture?
The indenture limits additional indebtedness, dividends and other restricted payments, certain debt prepayments, liens, asset sales, affiliate transactions, and some mergers or asset transfers. It also includes customary events of default allowing acceleration if triggered by specified breaches or payment failures.
How much of the outstanding New Gold 2032 notes did Coeur Mining’s exchange offer capture?
The exchange offer captured approximately 96.45% of the outstanding New Gold 6.875% Senior Notes due 2032. That figure reflects US$385,800,000 principal validly tendered out of a total US$400,000,000 originally outstanding, which Coeur accepted and exchanged into its new notes and cash.