UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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):
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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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 8.01 Other Events
On September 19, 2019, Mercer International Inc. (the "Company") announced the pricing of its previously announced offering of $200.0 million aggregate principal amount of 7.375% senior notes due January 15, 2025 (the "Additional Notes"). The Additional Notes will be issued at a price of 102.75% of their principal amount.
The Additional Notes will be offered as additional notes under an existing indenture, dated December 7, 2018, between the Company and Wells Fargo Bank, National Association, as trustee, pursuant to which the Company previously issued $350.0 million aggregate principal amount of 7.375% senior notes due 2025 (the "Existing Notes"). Other than with respect to the date of issuance, the offering price and initial CUSIP, the Additional Notes will have the same terms as the Existing Notes. Following the completion of a registered exchange offer for the Additional Notes, they will be fungible with any registered Existing Notes and will then trade under the same CUSIP number as such registered Existing Notes.
The Additional 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 September 19, 2019 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 Additional 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.
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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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.
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MERCER INTERNATIONAL INC. |
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Date: September 19, 2019 |
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By: |
/s/ David K. Ure |
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David K. Ure |
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Chief Financial Officer |
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