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 and the Registration Rights Agreement (each as defined below) which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 10.1, respectively, and are incorporated herein by reference.

Issuance of Senior Notes

On January 26, 2021, Mercer International Inc. (the "Company") and Wells Fargo Bank, National Association, as trustee, entered into an indenture (the "Indenture") with respect to the Company's issuance of 5.125% senior notes due 2029 in an aggregate principal amount of $875,000,000 (the "Notes"). The Notes are unsecured and rank equally in right of payment with all of the Company's existing and future unsecured senior indebtedness, effectively junior in right of payment to any of the Company's existing and future secured indebtedness to the extent of the assets securing such indebtedness and the indebtedness and other liabilities of subsidiaries of the Company and senior in right of payment to any of the Company's future subordinated indebtedness.

Interest and Maturity

The Notes will mature on February 1, 2029 and interest on the Notes will be payable semi-annually in arrears on each February 1 and August 1, commencing August 1, 2021. Interest will be payable to holders of record of the Notes on the immediately preceding January 15 and July 15 and will be computed on the basis of a 360-day year consisting of twelve 30-day months.

Optional Redemption

At any time prior to February 1, 2024, the Company may on one or more occasions redeem up to 35% of the aggregate principal amount of the Notes issued under the Indenture at a redemption price of 105.125% of the principal amount of the Notes redeemed, plus accrued and unpaid interest and additional interest, if any, to, but not including, the redemption date, with the net proceeds of certain equity offerings, provided that:





     •    at least 65% of the aggregate principal amount of the Notes issued under
          the Indenture (excluding Notes held by the Company and its subsidiaries)
          remains outstanding immediately after the occurrence of such redemption;
          and




     •    the redemption occurs within 90 days of the date of the closing of such
          sale of equity interests.

On or after February 1, 2024, the Company may redeem all or a part of the Notes upon not less than 10 nor more than 60 days' notice to the holders, at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest (including any additional interest), if any, to (but not including) the applicable redemption date, on the Notes redeemed to the applicable redemption date, if redeemed during the twelve-month period beginning on February 1 of the years indicated below, subject to the rights of holders of such Notes on the relevant record date to receive interest on the relevant interest payment date:





Notes
Year                   Percentage
2024                       102.563 %
2025                       101.281 %
2026 and thereafter        100.000 %

In addition, at any time prior to February 1, 2024, the Company may on one or more occasions redeem all or a part of the Notes at the "make-whole" premium set forth in the applicable Indenture, plus accrued and unpaid interest to (but not including) the redemption date.

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Certain Covenants

The Indenture contains covenants that, among other things, limit the Company's ability and the ability of the Company's restricted subsidiaries to, directly or indirectly: (1) declare or pay any dividends or make any other payment or distribution on account of the Company's or any of its subsidiaries' equity interests; (2) purchase, redeem or otherwise retire for value any equity interest of the Company; (3) make any payment on or with respect to or purchase, redeem, defease or otherwise acquire or retire for value any indebtedness of the Company that is contractually subordinated to the Notes; (4) incur, issue, assume or guarantee any indebtedness and issue any shares of preferred stock; (5) create, incur or assume certain liens; (6) consolidate, merge or transfer all or substantially all of the Company's assets, unless certain conditions are met; (7) engage in transactions with affiliates, unless certain conditions are met; (8) guarantee any other indebtedness of the Company, unless certain conditions are met; and (9) designate any restricted subsidiary to be an unrestricted subsidiary, unless such action would not cause an event of default.

In the event that the Notes are rated as investment grade debt by Moody's Investors Service, Inc. and Standard & Poor's Rating Services, and no event of default has occurred, most of the aforementioned covenants as well as the Company's obligation to offer to repurchase the Notes following certain asset sale events will be suspended.

The Indenture provides that if a change of control event occurs (as defined under the applicable Indenture), each holder of Notes of the applicable series may require the Company to repurchase all or a portion of that holder's Notes for cash at a price equal to 101% of the aggregate principal amount of the Notes repurchased, plus any accrued but unpaid interest and additional interest, if any, on the Notes repurchased, to the date of repurchase (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

Events of Default

In the case of an event of default occurring and continuing, the trustee or the holders of 25% of the principal amount of the then outstanding Notes may declare . . .

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 7.01 REGULATION FD DISCLOSURE

Final Results of Tender Offer

On January 26, 2021, the Company issued a press release announcing the settlement of its previously announced cash tender offer (the "Tender Offer") with respect to its existing 6.500% senior notes due 2024 (the "2024 Senior Notes"). Under the Tender Offer, $100,069,000 of the $250.0 million aggregate principal amount of 2024 Notes have been validly tendered and not withdrawn. On January 26, 2021, the Company accepted for purchase all such tendered 2024 Senior Notes and paid to the holders thereof $1,018.35 per $1,000 principal amount of the 2024 Senior Notes that were accepted for purchase plus accrued and unpaid interest on such notes from the last interest payment date up to, but not including the settlement date. The remaining aggregate principal amount of the 2024 Notes that were not accepted for purchase under the Tender Offer will be redeemed by the Company on February 13, 2021 at a redemption price of $1,016.25 per $1,000 principal amount of such 2024 Notes pursuant to the redemption for such notes previously announced by the Company.

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A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Exchange Act or the Securities Act of 1933, as amended, 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.

ITEM 8.01 OTHER EVENTS

Completion of Notes Offering

On January 26, 2021, the Company issued a press release announcing the completion of its previously announced offering of the Notes. A copy of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The 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.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.




(d) Exhibits



Exhibit
  No.                                    Description

 4.1          Indenture, dated January 26, 2021, between Mercer International Inc.
            and Wells Fargo Bank, National Association, as trustee, related to the
            Notes.

 4.2          Form of 5.125% Senior Note due 2029 (included in Exhibit 4.1
            hereto).

10.1          Registration Rights Agreement, dated January 26, 2021, between
            Mercer International Inc. and Credit Suisse Securities (USA) LLC,
            related to the Notes.

99.1          Press release of the Company, dated January 26, 2021, related to
            completion of the Notes offering, settlement of the Tender Offer and
            redemption of the Company's 7.375% Senior Notes due 2025.

104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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