8-K
Coeur Mining, Inc. (CDE)
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): June 3, 2021
Coeur Mining, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 1-8641 | 82-0109423 |
|---|---|---|
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 104 S. Michigan Ave., Suite 900, Chicago, IL | 60603 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (312) 489-5800
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | 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)) | |
| --- | --- | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| --- | --- | --- |
| Common Stock (par value $.01 per share) | CDE | New York Stock Exchange |
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 8.01. | Other Events. |
|---|
The opinion of Gibson, Dunn & Crutcher, which is filed as Exhibit 5.1 to this Current Report on Form 8-K, is incorporated herein by reference. The opinion was issued in connection with the filing of the prospectus supplement on Form 424(b)(7), filed with the U.S. Securities and Exchange Commission on equal date herewith, forming part of the registration statement (File No. 333-229973).
| Item 9.01. | Financial Statements and Exhibits. |
|---|
List of Exhibits
| Exhibit No. | Description |
|---|---|
| 5.1 | Opinion of Gibson, Dunn & Crutcher LLP. |
| 23.1 | Consent of Gibson, Dunn & Crutcher LLP (included in its opinion filed as Exhibit 5.1). |
| 104.1 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
| CO MINING, INC. |
|---|
| By: |
| Name: Thomas S. Whelan |
| Title: Senior Vice President and Chief Financial Officer |
All values are in Euros.
DATED: June 3, 2021
Exhibit 5.1
Client: 19398-00099
June 3, 2021
Coeur Mining, Inc.
104 S. Michigan Ave., Suite 900
Chicago, IL 60603
| Re: | Coeur Mining, Inc. |
|---|---|
| Common Stock Offering | |
| Registration Statement on Form S-3 (File No. 333-229973) |
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-3, File No. 333-229973 (the “Registration Statement”), of Coeur Mining, Inc., a Delaware corporation (the “Company”),
filed with the Securities and Exchange Commission \(the “Commission”\) pursuant to the Securities Act of 1933, as amended \(the “Securities Act”\), and the prospectus and prospectus supplement with respect thereto, dated February 28, 2019
and June 3, 2021, respectively, in connection with the offering by the selling stockholder identified in the Registration Statement of up to 12,785,485 shares of the Company’s common stock, par value $0.01 per share \(the “Shares”\).
In arriving at the opinion expressed below, we have examined originals, or copies certified or otherwise identified to our satisfaction as being true and complete copies of the originals, of such documents, records, certificates of officers of the Company and of public officials and other instruments as we have deemed necessary or advisable to enable us to render this opinion. In our examination, we have assumed without independent investigation the genuineness of all signatures, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as copies.
Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that the Shares are validly issued, fully paid and non-assessable.
We render no opinion herein as to matters involving the laws of any jurisdiction other than the Delaware General Corporation Law (the “DGCL”). This opinion is limited to the effect of the current state of the DGCL and the facts as they currently exist. We assume no obligation to revise or supplement this opinion in the event of future changes in such laws or the interpretations thereof or such facts.
| Gibson, Dunn & Crutcher LLP |
|---|
Coeur Mining, Inc.
June 3, 2021
Page 2
We consent to the filing of this opinion as an exhibit to the Registration Statement, and we further consent to the use of our name under the caption “Legal Matters” in the Registration Statement and the prospectus that forms a part thereof. In giving these consents, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Gibson, Dunn & Crutcher LLP