PZG Paramount Gold and Silver Corp

 

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 3, 2015

 

PARAMOUNT GOLD AND SILVER CORP.

 (Exact name of registrant as specified in its charter)

 

Delaware 

(State or Other Jurisdiction of Incorporation)

 

001-33630		20-3690109
(Commission File Number)		(IRS Employer Identification No.)

 

665 Anderson Street 

Winnemucca, Nevada 

89445 

(Address of Principal Executive Offices)

 

(775) 625-3600 

(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):

 

x     Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o     Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o     Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o     Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01     Entry into a Material Definitive Agreement.

 

Amendment to Agreement and Plan of Merger

 

On March 3, 2015, Paramount Gold and Silver Corp. (“Paramount”), Paramount Nevada Gold Corp., a wholly-owned subsidiary of Paramount (“SpinCo”), Coeur Mining, Inc. (“Coeur”) and Hollywood Merger Sub, Inc. (“Merger Sub”), a wholly-owned subsidiary of Coeur, entered into an Amendment to Agreement and Plan of Merger (the “Amendment”) to the previously disclosed Agreement and Plan of Merger, dated as of December 16, 2014 (the “Merger Agreement”), by and among Paramount, SpinCo, Coeur and Merger Sub. Pursuant to the Merger Agreement, Merger Sub will merge with and into Paramount, with Paramount surviving as the wholly-owned subsidiary of Coeur (the “Merger”). Pursuant to the Amendment, the condition to closing that each of Paramount and Coeur shall have received a written opinion from their respective counsel to the effect that the Merger will qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code was amended so that the condition now requires that the parties shall have received a written opinion to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code. In addition, the maturity of the promissory note providing for a loan from Coeur to Paramount at the closing of the Merger was increased from one year to five years. Other than expressly modified pursuant to the Amendment, the Merger Agreement remains in full force and effect.

 

The foregoing description of the Amendment is not a complete description of all of the parties’ rights and obligations under the Merger Agreement or the Amendment. The above description is subject to, and qualified in its entirety by reference to the Merger Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed with the United States Securities and Exchange Commission (the “SEC”) by Coeur on December 18, 2014, and the Amendment, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This communication and related documents may include “forward-looking statements” including, but not limited to, statements related to the anticipated benefits of (and timing of the transactions contemplated by) the Merger Agreement. Forward-looking statements are statements that are not historical fact and are subject to a variety of risks and uncertainties which could cause actual events to differ materially from those reflected in the forward-looking statements including fluctuations in the price of gold, inability to complete drill programs on time and on budget, and future financing ability. Paramount’s future expectations, beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the United States Private Securities Litigation Reform Act of 1995 and other applicable securities laws. Words such as “believes,” “plans,” “anticipates,” “expects,” “estimates” and similar expressions should also be considered to be forward-looking statements. There are a number of important factors that could cause actual results or events to differ materially from those indicated by such forward-looking statements, including, but not limited to: uncertainties involving interpretation of drilling results, environmental matters, lack of ability to obtain required permitting, equipment breakdown or disruptions, and the other factors described in Paramount’s Annual Report on Form 10-K for the year ended June 30, 2014 and its most recent quarterly reports filed with the SEC.

 

Except as required by applicable law, Paramount disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this document.

 

Additional Information and Where to Find It

 

The proposed transaction will be submitted to Paramount’s stockholders for their consideration. In connection with the proposed transaction, Coeur will file with the SEC a registration statement on Form S-4 that will include a joint proxy statement of Coeur and Paramount that also constitutes a prospectus of Coeur. In addition, SpinCo, a subsidiary of Paramount, will file a registration statement on Form S-1 that will constitute a prospectus of SpinCo. Investors and security holders are urged to read the joint proxy statement and registration statements/prospectuses and any other relevant documents filed with the SEC, because they contain important information. Investors and security holders may obtain a free copy of the joint proxy statement/prospectus and other documents that Coeur and Paramount filed with the SEC at the SEC’s website at www.sec.gov. In addition, these documents may be obtained from Paramount free of charge by directing a request to ctheo@paramountgold.com, or from Coeur free of charge by directing a request to investors@coeur.com.

 

Participants in Solicitation

 

Paramount, Coeur, and certain of their respective directors and executive officers may be deemed to be participants in the proposed transaction under the rules of the SEC. Information regarding the names, affiliations and interests of Paramount’s directors and executive officers may be found in Paramount’s Annual Report on Form 10-K for the year ended June 30, 2014, which was filed with the SEC on September 9, 2014, and its definitive proxy statement for its 2014 Annual Meeting, which was filed with the SEC on October 24, 2014. Investors and security holders may obtain information regarding the names, affiliations and interests of Coeur’s directors and executive officers in Coeur’s Annual Report on Form 10-K for the year ended December 31, 2014, which was filed with the SEC on February 20, 2015, and its proxy statement for its 2014 Annual Meeting, which was filed with the SEC on March 31, 2014. These documents can be obtained free of charge from the sources listed above. Additional information regarding the interests of these individuals will also be included in the joint proxy statement/prospectus regarding the proposed transaction.

 

Item 9.01.     Financial Statements and Exhibits.

 

(d)     List of Exhibits

 

	Exhibit No.	Description
	Exhibit 2.1	Amendment to Agreement and Plan of Merger, dated as of March 3, 2015, among Paramount Gold and Silver Corp., Paramount Nevada Gold Corp., Coeur Mining, Inc., and Hollywood Merger Sub, Inc.

 

 

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.

 

	PARAMOUNT GOLD AND SILVER CORP.
Date:  March 6, 2015	By:	/s/ Christopher Crupi
	Name: Christopher Crupi  Title: President and Chief Executive Officer

 

 Exhibit Index

 

Exhibit No.	Description
Exhibit 2.1	Agreement and Plan of Merger, dated as of December 16, 2014, among Paramount Gold and Silver Corp., Paramount Nevada Gold Corp., Coeur Mining, Inc., and Hollywood Merger Sub, Inc.

 

 

 

Exhibit 2.1

 

AMENDMENT TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of March 3, 2015, between COEUR MINING, INC., a Delaware corporation (“Parent”), HOLLYWOOD MERGER SUB, INC., a Delaware corporation and a wholly-owned Subsidiary of Parent (“Merger Sub”), PARAMOUNT GOLD AND SILVER CORP., a Delaware corporation (the “Company”), and PARAMOUNT NEVADA GOLD CORP., a British Columbia corporation and a wholly-owned Subsidiary of the Company (“SpinCo”).

 

RECITALS

 

WHEREAS, reference is made to the Agreement and Plan of Merger, dated December 16, 2014, among Parent, Merger Sub, the Company and SpinCo (the “Merger Agreement”; terms used but not defined herein shall have the meanings assigned to them in the Merger Agreement);

 

WHEREAS, pursuant to Section 7.5 of the Merger Agreement, this Merger Agreement may be amended, modified or supplemented at any time prior to the Effective Time;

 

WHEREAS, the Effective Time has not yet occurred;

 

WHEREAS, the parties desire to make certain amendments to the Merger Agreement as described in this Amendment;

 

NOW, THEREFORE, in consideration of the premises, and of the covenants and agreements contained herein, and intending to be legally bound hereby, Parent, Merger Sub, the Company and SpinCo hereby agree as follows:

 

AGREEMENT

 

SECTION 1.1           Amendment to Section 6.2. Section 6.2(f) of the Merger Agreement is hereby replaced in its entirety by the following:

 

“(f) Tax Opinion. Parent shall have received two written tax opinions of Gibson, Dunn & Crutcher LLP, tax counsel to Parent (or such other nationally recognized tax counsel reasonably satisfactory to Parent), one dated as of the date the Form S-4 is declared effective and the second dated as of the Closing Date, in each case based on the facts, representations, assumptions and exclusions set forth or described therein, to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering each such opinion, such counsel shall be entitled to rely upon representation letters from each of Parent and the Company, in each case, in form and substance reasonably satisfactory to such counsel.”

 

 

SECTION 1.2           Amendment to Section 6.3. Section 6.3(e) of the Merger Agreement is hereby replaced in its entirety by the following:

 

“(e) Tax Opinion. The Company shall have received two written tax opinions of LeClairRyan, A Professional Corporation, tax counsel to the Company (or such other nationally recognized tax counsel reasonably satisfactory to the Company), one dated as of the date the Form S-4 is declared effective and the second dated as of the Closing Date, in each case based on the facts, representations, assumptions and exclusions set forth or described therein, to the effect that the Merger should qualify as a “reorganization” within the meaning of Section 368(a) of the Code. In rendering each such opinion, such counsel shall be entitled to rely upon representation letters from each of the Company and Parent, in each case, in form and substance reasonably satisfactory to such counsel.”

 

SECTION 1.3           Amendment to Section 5.8. Section 5.8 of the Merger Agreement is hereby amended by adding the following as a new paragraph (g):

 

“(g) Parent, Merger Sub, and the Company hereby agree that they shall treat the Merger as a reorganization within the meaning of Section 368(a) of the Code, unless otherwise required by applicable Law.”

 

SECTION 1.4           Amendment to Exhibit A. Section 1 of Exhibit A to the Merger Agreement (Form of Promissory Note) is hereby replaced in its entirety by the following:

 

“1. Maturity. The principal of this Note, together with accrued interest and any fees, expenses or other amounts payable under this Note, shall be due and payable in full on the five-year anniversary of the date hereof (the “Maturity Date”); provided, however, that earlier repayment in full of this Note may be required upon or after the occurrence of an Event of Default as provided in Sections 6 and 7. Notwithstanding anything to the contrary in this Note (if anything), this Note shall be pre-payable in whole or in part from time to time or at any time at the option of the Borrower.”

 

SECTION 1.5           No Other Changes. Except as set forth above in Sections 1.1 through 1.4, all other terms and conditions of the Merger Agreement shall remain in full force and effect, and are not modified hereby in any respect.

 

SECTION 1.6           Entire Agreement. This Amendment constitutes the entire agreement, and supersedes all prior written agreements, arrangements, communications and understandings and all prior and contemporaneous oral agreements, arrangements, communications and understandings among the parties with respect to the subject matter hereof.

 

SECTION 1.7           Governing Law. This Amendment and all disputes or controversies arising out of or relating to this Agreement or the transactions contemplated hereby shall be governed by, and construed in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might be applied because of the conflicts of laws principles of the State of Delaware.

 

SECTION 1.8           Waiver of Jury Trial. EACH OF THE PARTIES TO THIS AMENDMENT HEREBY IRREVOCABLY WAIVES ALL RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AMENDMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

 

SECTION 1.9           Counterparts. This Amendment may be executed in two or more counterparts, all of which shall be considered one and the same instrument and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party. Delivery of an executed counterpart of this Amendment by facsimile or other electronic image scan transmission shall be effective as delivery of an original counterpart hereof.

 

[The remainder of this page is intentionally left blank; signature page follows.]

 

IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly authorized.

 

	PARAMOUNT GOLD AND SILVER CORP.,
	By:	/s/ Christopher Crupi
		Name: Christopher Crupi
		Title: President and Chief Executive Officer

 

 

 

	PARAMOUNT NEVADA GOLD CORP.,
	By:	/s/ Christopher Crupi
		Name: Christopher Crupi
		Title: President and Chief Executive Officer

 

 

 

	COEUR MINING, INC.,
	By:	/s/ Mitchell J. Krebs
		Name: Mitchell J. Krebs
		Title: President and Chief Executive Officer

 

 

 

	HOLLYWOOD MERGER SUB, INC.,
	By:	/s/ Mitchell J. Krebs
		Name: Mitchell J. Krebs
		Title: President and Chief Executive Officer

 

 

 

 

 

[Signature Page to Amendment to Merger Agreement]