false 0001333274 0001333274 2024-10-21 2024-10-21

 

 

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 21, 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: (604) 684-1099

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. ☐

 

 

 

ITEM 2.02.

Results of Operations and Financial Condition.

In connection with a proposed private offering of senior notes described in Item 8.01 below, Mercer International Inc. (“Mercer” or the “Company”) prepared a preliminary offering memorandum (“Preliminary Offering Memorandum”) that is being disseminated only to eligible investors. Such information is included under the heading “Recent Developments” in Exhibit 99.1 attached hereto and incorporated herein by reference.

 

ITEM 7.01.

Regulation FD Disclosure.

In addition to the information referenced in Item 2.02 of this Current Report on Form 8-K, the Preliminary Offering Memorandum includes certain additional information regarding the business and affairs of the Company. The Company is furnishing certain excerpts from the Preliminary Offering Memorandum as Exhibit 99.1 of this Report, which is incorporated herein by reference.

 

ITEM 8.01.

Other Events.

On October 21, 2024, the Company issued a press release announcing its proposed: (i) add-on offering (the “Note Offering”) of an aggregate of $200 million principal amount of senior notes due 2028 (the “Additional Notes”); and (ii) conditional redemption of all of its outstanding 5.500% senior notes due 2026, being an aggregate principal amount of $300 million (the “2026 Note Redemption”). The Company intends to use the net proceeds, along with cash on hand, to complete the 2026 Note Redemption.

The Additional Notes will be 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 “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 offered and sold in reliance on Rule 144A will be issued and maintained under the same CUSIP as the Existing Notes. Any Additional Notes offered and sold in offshore transactions in reliance on Regulation S will be issued and maintained under a separate CUSIP number during a 40-day distribution compliance period commencing on the issue date of the Additional Notes. Following the completion of the 40-day distribution compliance period, such Additional Notes will be maintained under the same CUSIP as the Existing Notes.

The Additional Notes will be 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.

The Company’s press release dated October 21, 2024 is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

The information contained in Item 2.02, Item 7.01 and this Item 8.01 in this Current Report on Form 8-K, including Exhibit 99.1 and 99.2 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

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.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward looking statements” within the meaning of federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward looking statements” generally can be identified by the use of forward looking terminology such as “assumptions”, “expects”, “anticipates”, “projects”, “intends”, “designed”, “will”, “believes”, “estimates”, “may”, “could”, “plans” (or the negative of other derivatives of each of these terms) or similar terminology and involve unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. The “forward looking statements” include, without limitation, statements regarding the Company’s intentions regarding the consummation of the offering of the Additional Notes and the intended use of proceeds including the 2026 Note Redemption. These statements are based on the Company’s management’s estimates and assumptions with respect to future events, which include uncertainty as to its ability to consummate the proposed offering of debt securities, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary is included in the Company’s Annual Report on Form 10-K, as amended, and other periodic reports filed with the Securities and Exchange Commission.

ITEM 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

    Description
99.1    Excerpts from the Preliminary Offering Memorandum dated October 21, 2024 in connection with the Note Offering.
99.2    Press release of the Company dated October 21, 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 21, 2024     By:  

/s/ Richard Short

      Richard Short
      Chief Financial Officer

Exhibit 99.1

Excerpts from the Preliminary Offering Memorandum dated October 21, 2024

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This offering memorandum and the documents we have filed with the SEC that are incorporated by reference herein contain “forward-looking statements” within the meaning of Section 21E of the Exchange Act and Section 27A of the Securities Act. Generally, forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. They often include words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “seeks”, “estimates”, or words of similar meaning, or future or conditional verbs, such as “will”, “should”, “could”, or “may”, although not all forward-looking statements contain these identifying words.

There are a number of important factors, many of which are beyond our control that could cause actual conditions, events or results to differ significantly from those described in the forward-looking statements. These factors include, but are not limited to, the following:

 

  •  

our business is highly cyclical in nature;

 

  •  

cyclical fluctuations in the price and supply of our raw materials, particularly fiber, could adversely affect our business;

 

  •  

inflation or a sustained increase in our key production and other costs would lead to higher manufacturing costs which could reduce our margins;

 

  •  

our business, financial condition and results of operations could be adversely affected by disruptions in the global and European economies caused by geopolitical conflicts, including Russia’s invasion of Ukraine and conflicts in the Middle East;

 

  •  

we face intense competition in the forest products industry;

 

  •  

our business is subject to risks associated with climate change and social and government responses thereto;

 

  •  

if we are unable to offer products certified to globally recognized forestry management and chain of custody standards or meet customers’ product or project specifications, it could adversely affect our ability to compete;

 

  •  

our operations require substantial capital and we may be unable to maintain adequate capital resources to provide for such capital requirements;

 

  •  

trends in non-print media and changes in consumer habits regarding the use of paper have and are expected to continue to adversely affect the demand for market pulp;

 

  •  

fluctuations in prices and demand for lumber and mass timber products could adversely affect our business;

 

  •  

our solid wood segment lumber products are vulnerable to declines in demand due to competing technologies or materials;

 

  •  

we may experience material disruptions to our production;

 

  •  

acquisitions may result in additional risks and uncertainties in our business;

 

  •  

we are subject to risks related to our employees;

 

  •  

we are dependent on key personnel;

 

  •  

if our long-lived assets become impaired, we may be required to record non-cash impairment charges that could have a material impact on our results of operations;

  •  

our insurance coverage may not be adequate;

 

  •  

we rely on third parties for transportation services;

 

  •  

failures or security breaches of our information technology systems could disrupt our operations and negatively impact our business;

 

  •  

an increased focus on sustainability reporting and the importance of environmental, social and governance scores from customers, investors and other stakeholders, which may impact our business;

 

  •  

our level of indebtedness could negatively impact our financial condition, results of operations and liquidity;

 

  •  

changes in credit ratings issued by nationally recognized statistical rating organizations could adversely affect our cost of financing and have an adverse effect on the market price of our securities;

 

  •  

we are exposed to interest rate fluctuations;

 

  •  

a weakening of the global economy, including capital and credit markets, could adversely affect our business and financial results and have a material adverse effect on our liquidity and capital resources;

 

  •  

we are exposed to currency exchange rate fluctuations;

 

  •  

globally, various central banks raised interest rates in 2022 and 2023 in response to high inflation rates, leading to a relatively high interest rate environment, which could dampen macroeconomic conditions and business activity and reduce demand for our products;

 

  •  

political uncertainty, an increase in trade protectionism or geopolitical conflict could have a material adverse effect on global macroeconomic activities and trade and adversely affect our business, results of operations and financial condition;

 

  •  

health epidemics or pandemics could adversely affect our business and financial results;

 

  •  

we may incur losses as a result of unforeseen or catastrophic events, including terrorist attacks or natural disasters;

 

  •  

we are subject to extensive environmental regulation and we could incur substantial costs as a result of compliance with, violations of or liabilities under applicable environmental laws and regulations;

 

  •  

we sell surplus green energy in Germany and are subject to changing energy legislation in response to high prices and energy shortages;

 

  •  

our international sales and operations are subject to applicable laws relating to trade, export controls, foreign corrupt practices and competition laws, the violation of which could adversely affect our operations;

 

  •  

product liability claims could adversely affect our operating results;

 

  •  

a small number of our shareholders could significantly influence our business;

 

  •  

we are a holding company and we are substantially dependent on cash provided by our subsidiaries to meet our debt service obligations under the Senior Notes;

 

  •  

the Senior Notes are effectively subordinated to all liabilities of our subsidiaries and are unsecured. We may not have sufficient funds to pay our obligations under the Senior Notes if we encounter financial difficulties;

 

  •  

despite our and our subsidiaries’ current levels of indebtedness, we may incur substantially more debt, which could further increase the risks associated with our substantial indebtedness;

  •  

the agreements governing our indebtedness contain significant restrictions that limit our operating and financial flexibility;

 

  •  

we may not have sufficient funds or may be restricted in our ability to repurchase the Senior Notes upon a change in control;

 

  •  

there are restrictions on your ability to transfer or resell the Senior Notes without registration under applicable securities laws, and the Senior Notes are not subject to any registration rights. The Indenture will not be qualified under the Trust Indenture Act and we will not be required to comply with the provisions of the Trust Indenture Act;

 

  •  

your ability to transfer the Senior Notes may be limited by the absence of an active trading market, and there is no assurance that any active trading market will develop, or if developed be maintained, for the Senior Notes;

 

  •  

an adverse rating of the Senior Notes may cause their trading price to fall; and

 

  •  

certain restrictive covenants in the Indenture governing the Senior Notes will be suspended if the Senior Notes achieve investment grade ratings.

Given these uncertainties, you should not place undue reliance on our forward-looking statements. You should read this offering memorandum and the documents incorporated by reference herein with the understanding that our actual future results may be materially different from what we expect. The foregoing review of important factors is not exhaustive or necessarily in order of importance and should be read in conjunction with the other cautionary statements that are included in or incorporated by reference into this offering memorandum. These factors expressly qualify all subsequent oral and written forward-looking statements attributable to us or persons acting on our behalf. New factors emerge from time to time, and it is not possible for us to predict all such factors. Except as required by law, we do not undertake any obligation to update or revise any forward-looking statements contained in or incorporated by reference in this offering memorandum whether as a result of new information, future events or otherwise.

NON-GAAP FINANCIAL MEASURES

This offering memorandum contains “non-GAAP financial measures”, that is, financial measures that either exclude or include amounts that are not excluded or included in the most directly comparable measure calculated and presented in accordance with the generally accepted accounting principles in the United States, referred to as “GAAP”. Specifically, we make use of the non-GAAP financial measures “Operating EBITDA” and “Operating EBITDA margin”.

We define Operating EBITDA as operating income (loss) plus depreciation and amortization and non-recurring capital asset impairment charges. Operating EBITDA margin is Operating EBITDA expressed as a percentage of revenues. We use Operating EBITDA and Operating EBITDA margin as benchmark measurements of our own operating results and as benchmarks relative to our competitors. We consider them to be meaningful supplements to operating income (loss) as performance measures primarily because depreciation expense and non-recurring capital asset impairment charges are not actual cash costs, and depreciation expense varies widely from company to company in a manner that we consider largely independent of the underlying cost efficiency of our operating facilities. In addition, we believe Operating EBITDA is commonly used by securities analysts, investors and other interested parties to evaluate our financial performance.

Operating EBITDA does not reflect the impact of a number of items that affect our net income (loss), including financing costs and the effect of derivative instruments. Operating EBITDA is not a measure of financial performance under GAAP, and should not be considered as an alternative to net income (loss) or operating income (loss) as a measure of performance, or as an alternative to net cash from (used in) operating activities as a measure of liquidity. Operating EBITDA and Operating EBITDA margin are internal measures and therefore may not be comparable to other companies.

Operating EBITDA has significant limitations as an analytical tool, and should not be considered in isolation, or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are that Operating EBITDA does not reflect: (i) our cash expenditures, or future requirements, for capital expenditures or contractual commitments; (ii) changes in, or cash requirements for, working capital needs; (iii) the significant interest expense, or the cash requirements necessary to service interest or principal payments, on our outstanding debt; (iv) the impact of realized or marked to market changes in our derivative positions, which can be substantial; and (v) the impact of non-recurring impairment charges against our investments or assets. Because of these limitations, Operating EBITDA should only be considered as a supplemental performance measure and should not be considered as a measure of liquidity or cash available to us to invest in the growth of our business. Because all companies do not calculate Operating EBITDA in the same manner, Operating EBITDA as calculated by us may differ from Operating EBITDA or EBITDA as calculated by other companies. We compensate for these limitations by using Operating EBITDA as a supplemental measure of our performance and by relying primarily on our GAAP financial statements.

Recent Developments

Preliminary Third Quarter of 2024 Financial Results

As at September 30, 2024, NBSK list prices in Europe and North America were approximately $1,535 per ADMT and $1,735 per ADMT, respectively, compared to $1,160 per ADMT and $1,270 per ADMT, respectively, as at September 30, 2023. As at September 30, 2024, NBSK net prices in China were approximately $754 per ADMT, compared to $715 per ADMT as at September 30, 2023. Prices for China are net of discounts, allowances and rebates.

The U.S. benchmark lumber prices for Western SPF No. 2 and better was approximately $390 per Mfbm as at September 30, 2024, compared to $407 per Mfbm as at September 30, 2023. There is no similar or common pricing metric quoted in the European market.

Both pulp and lumber prices are cyclical and there can be no assurance they will not decline in the future.

On a preliminary basis and based on information available as of October 21, 2024, for the three and nine months ended September 30, 2024, we estimate that our:

Three Months Ended September 30, 2024

 

  •  

total revenues increased to approximately $502.1 million in the third quarter of 2024 from $470.8 million in the same quarter of 2023;

 

  •  

operating income was approximately $8.8 million in the third quarter of 2024, compared to an operating loss of $3.4 million in the same quarter of 2023;

 

  •  

net loss was approximately $17.6 million in the third quarter of 2024, compared to $26.0 million in the same quarter of 2023;

 

  •  

Operating EBITDA was approximately $50.5 million in the third quarter of 2024, compared to Operating EBITDA of $37.5 million in the same quarter of 2023; and

 

  •  

capital expenditures were $27.3 million in the third quarter of 2024, compared to $37.4 million in the same quarter of 2023.

Nine Months Ended September 30, 2024

 

  •  

total revenues increased to approximately $1,555.0 million in the nine months ended September 30, 2024 from $1,523.4 million in the same period of 2023;

 

  •  

total operating loss was approximately $35.4 million in the nine months ended September 30, 2024, compared to $132.4 million in the same period of 2023;

 

  •  

net loss was approximately $101.8 million in the nine months ended September 30, 2024, compared to $154.8 million in the same period of 2023;

 

  •  

Operating EBITDA was approximately $144.5 million in the nine months ended September 30, 2024, compared to negative Operating EBITDA of $3.7 million in the same period of 2023; and

 

  •  

capital expenditures were $63.6 million for the nine months ended September 30 2024, compared to $110.3 million in the same period of 2023.

We continued to see strength in softwood pulp markets with relatively flat fiber costs in the third quarter of 2024. However, our operating results for the quarter were constrained due to the occurrence of several unrelated events that impacted pulp production, including the previously announced unscheduled downtime of 23 days (approximately 35,500 ADMTs) at our Peace River mill, a slower than normal maintenance start-up and other production upsets at our Stendal Mill (approximately 26,500 ADMTs) and isolated mechanical incidents at our Celgar mill (approximately 9,200 ADMTs).

On a preliminary basis and based on information available as of October 21, 2024, as at September 30, 2024, we estimate that our:

 

  •  

cash and cash equivalents were approximately $239.0 million, compared to $314.0 million at the end of 2023;

 

  •  

working capital was approximately $779.8 million, compared to $806.5 million at the end of 2023;

 

  •  

total assets were approximately $2,502.6 million, compared to $2,662.6 million at the end of 2023;

 

  •  

long-term debt was approximately $1,597.9 million, compared to $1,609.4 million at the end of 2023; and

 

  •  

availability under our credit facilities was approximately $315.2 million comprised of approximately $225.7 million under our German Revolving Facility (as hereinafter defined) and approximately $89.5 million under our Canadian Revolving Facility (as hereinafter defined) and aggregate liquidity was $554.2 million.

As adjusted for this offering and the use of proceeds, as at September 30, 2024, we would have liquidity of approximately $454 million comprised of approximately $139 million of cash and cash equivalents and approximately $315 million of availability under our revolving credit facilities. See “Use of Proceeds”.

We have not yet closed our books for the three and nine months ended September 30, 2024. Accordingly, our actual financial results for the three and nine months ended September 30, 2024 may differ materially from the preliminary estimated results above due to the completion of our financial closing procedures, final adjustments and other developments that may arise between now and the time our unaudited financial results for the three and nine months ended September 30, 2024 are finalized. Accordingly, you should not place undue reliance on these preliminary estimated financial results.

The preliminary financial results for the three and nine months ended September 30, 2024 referenced above have been prepared by, and are the responsibility of, the Company’s management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying preliminary financial results and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto.

Operating EBITDA Reconciliation

The following table sets forth a reconciliation of our net loss to Operating EBITDA for the periods indicated:

 

     Three Months Ended
September 30,		      Nine Months Ended
September 30,		  
     2024(1)      2023      2024(1)      2023  
     (in millions)  

Net loss

    $ (17.6 )     $ (26.0 )     $ (101.8 )     $ (154.8 ) 

Income tax provision (recovery)

      (0.1 )       4.0        (5.2 )       (28.9 ) 

Interest expense

      26.4        21.9        80.8        61.0  

Other expenses (income)

      0.1        (3.3 )       (9.1 )       (9.7 ) 
  

 

 

     

 

 

     

 

 

     

 

 

  

Operating income (loss)

      8.8        (3.4 )       (35.4 )       (132.4 ) 

Add: Depreciation and amortization

      41.6        41.0        122.0        128.7  

Add: Loss on disposal of investment in joint venture

      —         —         23.6        —   

Add: Goodwill impairment

      —         —         34.3        —   
  

 

 

     

 

 

     

 

 

     

 

 

  

Operating EBITDA

    $ 50.5      $ 37.5      $ 144.5      $ (3.7 ) 
  

 

 

     

 

 

     

 

 

     

 

 

  

 

(1)

Preliminary results.

(2)

Due to rounding, numbers presented may not add up precisely to totals provided.

See “Non-GAAP Financial Measures” for a description of Operating EBITDA, its limitations and why we consider it to be a useful measure.

The 2026 Note Redemption

We intend to use the net proceeds, along with cash on hand, to redeem $300 million in principal amount of the 2026 Senior Notes (the “2026 Note Redemption”). See “Use of Proceeds”. The principal amount of 2026 Senior Notes currently outstanding is $300 million, which bears interest at 5.500% per annum. See “Description of Other Indebtedness”. The 2026 Note Redemption will be conditioned upon the closing of this offering. Neither this offering memorandum nor anything contained herein shall constitute a notice of redemption with respect to the 2026 Senior Notes. Notice of the 2026 Note Redemption, providing for a redemption price of $1,000.00 per $1,000.00 in principal amount of 2026 Senior Notes redeemed, plus accrued and unpaid interest, was given in accordance with the terms of the indenture governing the 2026 Senior Notes.

Exhibit 99.2

 

LOGO

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES PROPOSED ADD-ON OFFERING OF $200 MILLION OF SENIOR NOTES DUE 2028 IN PRIVATE OFFERING AND REDEMPTION OF 5.500% SENIOR NOTES DUE 2026

NEW YORK, NY, October 21, 2024 – Mercer International Inc. (Nasdaq: MERC) (the “Company”) today announced that it intends to offer for sale (the “Offering”) $200 million in aggregate principal amount of its senior notes due October 1, 2028 (the “Additional Notes”). The Additional Notes will be issued as additional notes under an existing 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 “Existing Notes”).

The Company intends to use the net proceeds of the Offering, along with cash on hand, to redeem $300 million in principal amount of its currently outstanding 5.500% senior notes due 2026 (the “2026 Senior Notes”).

In connection with the proposed redemption of the 2026 Senior Notes, the Company has issued a conditional notice to redeem all of the 2026 Senior Notes, at $1000.00 per $1000.00 of principal amount redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The redemption date is November 1, 2024 and redemption is conditioned upon completion of the Offering and the Company’s deposit with the paying agent of sufficient funds to pay the redemption price. This press release is not a notice of redemption.

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 offered and sold in reliance on Rule 144A will be issued and maintained under the same CUSIP as the Existing Notes. Any Additional Notes offered and sold in offshore transactions in reliance on Regulation S will be issued and maintained under a separate CUSIP number during a 40-day distribution compliance period commencing on the issue date of the Additional Notes. Following the completion of the 40-day distribution compliance period, such Additional Notes will be maintained under the same CUSIP as the Existing Notes.

The Additional Notes will be 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. 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 from, 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 or jurisdiction 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.

The preceding contains “forward looking statements” within the meaning of federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s intentions regarding the consummation of the Offering, the intended use of proceeds and the completion of the redemption of the 2026 Senior Notes. “Forward looking statements” involve unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. These statements are based on the Company’s management’s estimates and assumptions with respect to future events, which include uncertainty as to its ability to consummate the Offering or the completion of the redemption of the 2026 Senior Notes, which estimates are believed to be reasonable, though inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary is included in the Company’s Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.

APPROVED BY:

William D. McCartney

Chairman of the Board

(604) 684-1099

Juan Carlos Bueno

Chief Executive Officer

(604) 684-1099

v3.24.3
Document and Entity Information
Oct. 21, 2024
Cover [Abstract]  
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Entity Central Index Key 0001333274
Document Type 8-K
Document Period End Date Oct. 21, 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
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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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