UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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ITEM 8.01. Other Events.
On October 23, 2024, Mercer International Inc. (the “Company”) announced the pricing of its offering of $200.0 million aggregate principal amount of 12.875% senior notes due 2028 (the “Additional Notes”) and a proposed conditional redemption of all of its outstanding 5.500% senior notes due 2026, being an aggregate principal amount of $300.0 million (the “2026 Note Redemption”).
The Additional Notes will be offered as additional notes under an existing indenture, dated September 21, 2023, between the Company and Computershare Trust Company, N.A., as trustee, pursuant to which the Company previously issued $200.0 million aggregate principal amount of 12.875% senior notes due 2028 (the “Existing Notes”). Other than with respect to the date of issuance and the offering price, the Additional Notes will have the same terms as the Existing Notes.
The Additional Notes will be 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 Company intends to use the net proceeds of this offering, along with cash on hand, to complete the 2026 Note Redemption.
The Additional Notes are being offered and 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.
A copy of the Company’s press release dated October 23, 2024 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the Additional Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
ITEM 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release of the Company dated October 23, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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 23, 2024 | By: | /s/ Richard Short | ||||
| Richard Short | ||||||
| Chief Financial Officer | ||||||