UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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). | |
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 | ||||||