UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| ITEM 8.01 | OTHER EVENTS. |
On January 14, 2021, Mercer International Inc. (the “Company”) announced the upsizing and pricing of its offering of $875 million aggregate principal amount of 5.125% senior notes due February 1, 2029 (the “2029 Notes”); and a proposed conditional full redemption of all of its outstanding 7.375% Senior Notes due 2025 (the “2025 Senior Notes”), being an aggregate principal amount of $550 million. The size of the offering was increased from the previously announced offering of $500 million aggregate principal amount of 2029 Notes to $875 million aggregate principal amount of 2029 Notes.
The 2029 Notes will be issued at a price of 100% of their principal amount. The net proceeds of the offering will be used to refinance all $250 million in aggregate principal amount of the Company’s 6.500% Senior Notes due 2024 (the “2024 Notes”) pursuant to the Company’s previously announced tender offer for, or any subsequent redemption of, the 2024 Notes, to redeem all of the 2025 Senior Notes and for general corporate purposes.
The 2029 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 January 14, 2021 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 2029 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 No. |
Description | |
| 99.1 | Press release of the Company dated January 14, 2021. | |
| 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 hereunto duly authorized.
| MERCER INTERNATIONAL INC. | ||
| By: | /s/ David K. Ure | |
| David K. Ure | ||
| Chief Financial Officer | ||
Date: January 14, 2021