Hecla Mining Company
6500 North Mineral Drive, Suite 200
Coeur d’Alene, Idaho 83815
92080 769-4100
November 20, 2013
VIA EDGAR
Mr. John Reynolds
Assistant Director
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street NE
Washington, D.C. 20549
| Re: | Hecla Mining Company |
| Registration Statement on Form S-4 |
| Filed October 28, 2013 |
| Amendment No. 1 to Registration Statement on Form S-4 |
| Filed November 20, 2013 |
| File Nos. 333-191935 and 333-191935-01 to 333-191935-11 |
Dear Mr. Reynolds:
This letter supplements the Registration Statement on Form S-4 (File Nos. 333-191935 and 333-191935-01 to 333-191935-11) of Hecla Mining Company (the “Company”) and its guarantor subsidiaries (each an additional registrant and, collectively with the Company, the “Registrants”) with respect to an offer to exchange (the “Exchange Offer”), for the Company’s 6.875% Senior Notes due 2021 (the “Outstanding Notes”), which were originally issued on April 12, 2013 to qualified institutional buyers and non-U.S. persons pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), new notes with terms materially identical to the Outstanding Notes but which have been registered under the Securities Act (the “Exchange Notes”), and, therefore, will not be subject to the transfer restrictions applicable to the Outstanding Notes. In connection with the above-referenced Registration Statement on Form S-4 (the “Registration Statement”), the Registrants hereby confirm and represent as follows:
1. The Registrants are registering the Exchange Offer in reliance on the position and representations of the staff of the Securities and Exchange Commission (the “Staff”) set forth inShearman & Sterling, SEC No-Action Letter (available July 2, 1993),Morgan Stanley & Co., Inc., SEC No-Action Letter (available June 5, 1991), andExxon Capital Holding Corp., SEC No-Action Letter (available May 13, 1988) (together, the “No Action Letters”).
2. The Registrants have not entered into any arrangement or understanding with any person to distribute the Exchange Notes to be received in the Exchange Offer and, to the best of the Registrants’ knowledge and belief, each person participating in the Exchange Offer is acquiring the Exchange Notes in its ordinary course of business and has no arrangement or understanding with any person to participate in the distribution of the Exchange Notes to be received in the Exchange Offer. In this regard, the Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that, if such person is tendering Outstanding Notes in the Exchange Offer with the intention of participating in any manner in a distribution of the Exchange Notes, such person (i) cannot rely on the Staff’s position enunciated in the No Action Letters or interpretative letters to similar effect and (ii) must comply with the registration and prospectus delivery requirements of the Securities Act, in connection with a secondary resale transaction. The Registrants acknowledge that such a secondary resale transaction by such person participating in the Exchange Offer for the purpose of distributing the Exchange Notes should be covered by an effective registration statement containing the selling security holder information required by Item 507 or Item 508, as applicable, of Regulation S-K.
3. The Registrants will make each person participating in the Exchange Offer aware (through the prospectus or the letter of transmittal) that any broker-dealer that will receive Exchange Notes for its own account in exchange for Outstanding Notes that were acquired as a result of market-making activities or other trading activities may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes.
4. None of the Registrants nor any of their respective affiliates have entered into any arrangement or understanding with any broker-dealer to distribute the Exchange Notes.
5. The Registrants will include in the letter of transmittal to be executed by an exchange offeree in order to participate in the Exchange Offer a provision to the effect that if the exchange offeree is a broker-dealer holding Outstanding Notes acquired for its own account as a result of market-making activities or other trading activities, such broker-dealer will acknowledge that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of Exchange Notes received in respect of such Outstanding Notes pursuant to the Exchange Offer. The letter of transmittal also will include a statement to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
If any additional supplemental information is required by the Staff, please contact the undersigned at (208) 769-4100 or J. Craig Walker of K&L Gates LLP at (312) 807-4321.
Very truly yours,
HECLA MINING COMPANY | ||
| By: | /s/ David C. Sienko | |
| Name: David C. Sienko | ||
| Title: General Counsel | ||
