Item 1.01. Entry into a Material Definitive Agreement

On January 21, 2022, certain Canadian subsidiaries (the "Loan Parties") of Mercer International Inc. (the "Company") entered into a new CDN$160 million joint asset-backed revolving credit facility (the "New Facility") with a group of leading North American bank lenders. The New Facility, which will be used for general corporate purposes, replaces two existing revolving credit facilities of certain of the Loan Parties aggregating CDN$100 million.

The terms of the New Facility include among others:



  • A term of five years.


      •  The facility is secured by substantially all of the assets of the Loan
         Parties.


      •  The interest payable on loans under the facility will be determined by
         reference to the Prime Rate, the BA Rate, the Base Rate or Adjusted Term
         SOFR plus a margin, depending on the leverage ratio, as defined in the
         New Facility.


      •  The facility contains customary restrictive covenants, which, among other
         things, govern the ability of the Loan Parties thereunder to incur liens,
         sell assets, incur indebtedness, make investments, make distributions and
         change their respective businesses. The facility also contains customary
         representations, warranties, information undertakings and events of
         default.

Availability of the New Facility is based on a borrowing base.

The description of the New Facility contained herein does not purport to be complete and is qualified in its entirety by reference to the New Facility that will be filed as an exhibit to the Company's report on Form 10-K for the year ended December 31, 2021.

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 in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 7.01.Regulation FD Disclosure

On January 21, 2022, the Company issued a press release announcing the closing of the New Facility. The full text of the press release is being furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the press release is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.

Item 9.01. Financial Statements and Exhibits



(d) Exhibits.



Exhibit
Number    Description
 99.1       Press release of the Company dated January 21, 2022.
  104     Cover Page Interactive Data File (embedded within the Inline XBRL document)


                                       1

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