sctovi
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
(Rule 14d-100)
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
Coeur d’Alene Mines Corporation
(Name of Subject Company (Issuer) and Filing Person (Offeror))
1.25% Convertible Senior Notes due 2024
(Title of Class of Securities)
192108 AQ1
(CUSIP Number of Class of Securities)
Kelli Kast
General Counsel
Coeur d’Alene Mines Corporation
505 Front Avenue, P.O. Box I
Coeur d’Alene, Idaho 83816
(208) 667-3511
(Name, address and telephone number of person authorized to receive notices
and communications on behalf of filing person)
With a copy to:
Steven R. Finley
Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
(212) 351-4000
CALCULATION OF FILING FEE
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| Transaction Valuation*: |
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Amount of Filing Fee**: |
| $1,859,000
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$132.55 |
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| * |
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Calculated solely for purposes of determining the filing fee. The purchase price of the
1.25% Convertible Senior Notes due 2024 (the “Notes”), as described herein, is $1,000 per
$1,000 principal amount outstanding. As of December 9, 2010, there was $1,859,000 aggregate
principal amount of Notes outstanding, resulting in an aggregate maximum purchase price of
$1,859,000. |
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| ** |
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The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and equals $71.30 for each $1,000,000 of the value of the
transaction. |
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the
filing with which the offsetting fee was previously paid. Identify the previous filing by
registration statement number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid: |
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Form or Registration No.: |
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Filing Party: |
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Date Filed: |
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Check the box if the filing relates solely to preliminary communications made before the
commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
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third-party tender offer subject to Rule 14d-l. |
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issuer tender offer subject to Rule 13e-4. |
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going-private transaction subject to Rule 13e-3. |
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amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender
offer: o
If applicable, check the appropriate box(es) below to designate the appropriate rule
provision(s) relied upon:
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Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
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Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
TABLE OF CONTENTS
INTRODUCTORY STATEMENT
Pursuant to the terms and subject to the conditions set forth in the Indenture, dated as of
January 13, 2004 (the “Indenture”), between Coeur d’Alene Mines Corporation, an Idaho corporation
(the “Company”), and The Bank of New York Mellon, as trustee (the “Trustee”), relating to the
Company’s 1.25% Convertible Senior Notes due 2024 (the “Notes”), the Company is filing this Tender
Offer Statement on Schedule TO (“Schedule TO”) with respect to the right of each holder (each, a
“Holder”) of the Notes to sell and the obligation of the Company to purchase the Notes, as set
forth in the Company’s Put Right Purchase Offer to Holders of 1.25% Convertible Senior Notes due
2024, dated December 10, 2010 (as amended or supplemented from time to time, the “Put Right Purchase
Offer”). This Schedule TO is intended to satisfy the filing and disclosure requirements of Rule
13e-4 under the Securities Exchange Act of 1934, as amended.
Items 1 through 9.
The Company is the issuer of the Notes and is obligated to purchase all of the Notes if
properly tendered by Holders under the terms and subject to the conditions set forth in the Put
Right Purchase Offer. The Notes are convertible into shares of common stock of the Company,
subject to the terms, conditions and adjustments specified in the Indenture and the Notes. The
mailing address of the Company’s principal executive office is: Coeur d’Alene Mines Corporation,
505 Front Avenue, P.O. Box I, Coeur d’Alene, Idaho 83816. The Company’s telephone number at that
address is (208) 667-3511. As permitted by General Instruction F to Schedule TO, all of the
information set forth in the Put Right Purchase Offer is incorporated by reference into this
Schedule TO.
Item 10. Financial Statements.
(a) The Company’s financial condition is not material to a Holder’s decision as to whether to put
the Notes to the Company because (i) the Holders will receive solely cash upon surrender of their
Notes, (ii) the right of each Holder to sell and the obligation of the Company to purchase the
Notes pursuant to the Indenture is not subject to any financing conditions, (iii) the right of each
Holder to sell and the obligation of the Company to purchase the Notes applies to all outstanding
Notes and (iv) the Company is a public reporting company that files reports electronically on
EDGAR. The financial condition and results of operations of the Company and its subsidiaries are
reported electronically on EDGAR on a consolidated basis.
(b) Not applicable.
Item 11. Additional Information.
(a) Not applicable.
(b) Not applicable.
Item 12. Exhibits.
| (a)(1) |
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Put Right Purchase Offer to Holders of 1.25% Convertible Senior
Notes due 2024, dated December 10, 2010.* |
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| (b) |
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Not applicable. |
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| (d) |
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Indenture dated as of January 13, 2004, by and between the
Registrant and the Bank of New York relating to the Company’s 1.25%
Convertible Senior Notes due 2024 (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC file
number 001-08641) dated January 15, 2004). |
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |
Item 13. Information Required by Schedule 13E-3.
Not applicable.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information
set forth in this statement is true, complete and correct.
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COEUR D’ALENE MINES CORPORATION
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| Date: December 10, 2010 |
By: |
/s/ Mitchell J. Krebs
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Name: |
Mitchell J. Krebs |
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Title: |
Senior Vice President and
Chief Financial Officer |
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EXHIBIT INDEX
| (a)(1) |
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Put Right Purchase Offer to Holders of 1.25% Convertible Senior
Notes due 2024, dated December 10, 2010.* |
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| (b) |
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Not applicable. |
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| (d) |
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Indenture dated as of January 13, 2004, by and between the
Registrant and the Bank of New York relating to the Company’s 1.25%
Convertible Senior Notes due 2024 (incorporated by reference to
Exhibit 4.1 to the Company’s Current Report on Form 8-K (SEC file
number 001-08641) dated January 15, 2004). |
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| (g) |
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Not applicable. |
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| (h) |
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Not applicable. |