Form 8-K - Current report

false 0001333274 0001333274 2024-10-30 2024-10-30

 

 

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): October 30, 2024

 

 

MERCER INTERNATIONAL INC.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Washington		000-51826		47-0956945
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8

(Address of Principal Executive Offices)

Registrant’s Telephone Number, Including Area Code: [phone]

Not Applicable

(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):

 

☐	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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $1.00 per share		MERC		NASDAQ Global Select Market

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. ☐

 

 

 

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ITEM 1.01.

Entry into a Material Definitive Agreement

The following summary set forth below in this Item 1.01 is qualified in its entirety by the Indenture (as defined below) which is filed with this Current Report on Form 8-K as Exhibit 4.1 and is incorporated herein by reference.

Issuance of Senior Notes

On October 30, 2024, Mercer International Inc. (the “Company”) issued $200,000,000 aggregate principal amount of 12.875% senior notes due 2028 (the “Additional Notes”). The Additional Notes were issued pursuant to an existing indenture, dated September 21, 2023 (the “Indenture”), pursuant to which the Company had previously issued $200,000,000 aggregate principal amount of 12.875% senior notes due 2028. The Additional Notes were issued at a price of 103.000% of their principal amount, plus accrued interest from October 1, 2024.

Interest on the Additional Notes will be payable semi-annually in arrears on each April 1 and October 1, commencing April 1, 2025. Interest will be payable to holders of record of the Additional Notes on the immediately preceding March 15 and September 15 and will be computed on the basis of a 360-day year consisting of twelve 30-day months. The Additional Notes will mature on October 1, 2028, unless repurchased or redeemed in accordance with their terms prior to such date.

 

ITEM 2.03.

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under the heading “Issuance of Senior Notes” in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

 

ITEM 8.01.

Other Events.

Completion of Notes Offering

On October 30, 2024, the Company issued a press release announcing the completion of its previously announced offering of the Additional Notes. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The Additional Notes were sold either to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act.

 

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit Number		Description
4.1		Indenture, dated September 21, 2023, between Mercer International Inc. and Computershare Trust Company, N.A., as trustee, related to the Additional Notes (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K (File No. 000-51826) filed with the SEC on September 21, 2023).
4.2		Form of 12.875% senior note due 2028 (included in Exhibit 4.1 hereto).
99.1		Press release of the Company, dated October 30, 2024, related to completion of the Additional Notes offering.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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SIGNATURES

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 thereunto duly authorized.

 

				MERCER INTERNATIONAL INC.
Date: October 30, 2024				By:		/s/ Richard Short
						Richard Short
						Chief Financial Officer

Exhibit 99.1

 

For Immediate Release

MERCER INTERNATIONAL INC. COMPLETES PRIVATE ADD-ON OFFERING OF $200,000,000 OF 2028 SENIOR NOTES

NEW YORK, NY, October 30, 2024 - Mercer International Inc. (Nasdaq: MERC) (the “Company”) today announced that it has completed its previously announced private offering of $200.0 million aggregate principal amount of 12.875% senior notes due October 1, 2028 (the “Additional Notes”).

The Additional Notes were issued at a price of 103.000% of their principal amount, plus accrued interest from October 1, 2024, for a yield to worst of 11.624%. The Additional Notes were issued as additional notes under the indenture dated September 21, 2023, pursuant to which the Company previously issued $200.0 million aggregate principal of 12.875% senior notes due 2028. The net proceeds of the offering, along with cash on hand, will be used by the Company to redeem $300.0 million in principal amount of its currently outstanding 5.500% senior notes due 2026 (the “2026 Notes”).

Pursuant to the previously announced redemption, the Company will redeem all $300.0 million aggregate principal amount outstanding of 2026 Notes on November 1, 2024 at $1,000 per $1,000 of principal amount redeemed, plus accrued and unpaid interest to, but not including the redemption date.

As a result of the completion of the offering and the redemption, the Company will have reduced its total debt by $100.0 million.

The Additional Notes were sold to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and outside the United States to non-U.S. persons in reliance on Regulation S under the Securities Act. The Additional Notes have not been registered under the Securities Act or any state securities laws and, unless so registered, may not be offered or sold in the United States except pursuant to an exemption form, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the Additional Notes in any state in which such offer, solicitation or sale would be unlawful.

Mercer International Inc. is a global forest products company with operations in Germany, the United States and Canada with consolidated annual production capacity of 2.1 million tonnes of pulp, 960 million board feet of lumber, 210,000 cubic meters of cross-laminated timber, 45,000 cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels.

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The preceding contains “forward looking statements” which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. In particular, statements about our plans or intentions regarding the intended use of proceeds of the Additional Notes and the completion of the redemption of the 2026 Notes are forward looking statements and may not necessarily occur. Words such as “expects”, “anticipates”, “projects”, “intends”, “designed”, “will”, “believes”, “estimates”, “may”, “could” and variations of such words and similar expressions are intended to identify such forward-looking statements. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.

APPROVED BY:

William D. McCartney

Chairman of the Board

[phone]

Juan Carlos Bueno

Chief Executive Officer

[phone]

Document and Entity Information	Oct. 30, 2024
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001333274
Document Type	8-K
Document Period End Date	Oct. 30, 2024
Entity Registrant Name	MERCER INTERNATIONAL INC.
Entity Incorporation State Country Code	WA
Entity File Number	000-51826
Entity Tax Identification Number	47-0956945
Entity Address, Address Line One	Suite 1120
Entity Address, Address Line Two	700 West Pender Street
Entity Address, City or Town	Vancouver
Entity Address, State or Province	BC
Entity Address, Country	CA
Entity Address, Postal Zip Code	V6C 1G8
City Area Code	(604)
Local Phone Number	684-1099
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $1.00 per share
Trading Symbol	MERC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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