8-K

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): November 2, 2010

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 2840, 650 West Georgia Street, Vancouver, British Columbia, Canada	V6B 4N8
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (604) 684-1099

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 8.01 OTHER EVENTS.

On November 2, 2010, Mercer International Inc. (“Mercer”) issued a press release announcing that it has commenced a cash tender offer (the “Tender Offer”) for any and all of its outstanding 9.25% Senior Notes due 2013 (the “Old Notes”).

In connection with the Tender Offer, Mercer is soliciting consents to certain proposed amendments to the indenture governing the Old Notes (the “Indenture”) to, among other things, eliminate substantially all of the restrictive covenants and certain events of default.

The Tender Offer is subject to the satisfaction or waiver of certain conditions, including, among other things, receipt of the requisite number of consents to the proposed amendments to the Indenture and consummation of the Offering (defined below). The press release announcing the Tender Offer is filed herewith as Exhibit 99.1.

This report does not constitute an offer to purchase, a solicitation of an offer to purchase, or a solicitation of an offer to sell securities with respect to the Old Notes that are the subject of the Tender Offer. The Tender Offer may only be made pursuant to the terms of the Offer to Purchase dated November 2, 2010 and the related Letter of Transmittal.

On November 2, 2010, Mercer issued a press release announcing that it plans to offer $300 million aggregate principal amount of senior notes in a private offering to “qualified institutional buyers”, as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and non-U.S. persons outside the United States under Regulation S under the Securities Act (the “Offering”). The press release announcing the Offering is filed herewith as Exhibit 99.2.

This report does not constitute an offer to sell, or the solicitation of an offer to purchase, securities. Any offers of the securities will be made only by means of a private offering memorandum. The securities have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit No.	Description
99.1	Press Release dated November 2, 2010 relating to the launch of a tender offer by Mercer International Inc.
99.2	Press Release dated November 2, 2010 relating to a private offering of senior notes by Mercer International Inc.

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.
 

/s/ David Gandossi  

David M. Gandossi 

Chief Financial Officer 

Date: November 2, 2010

MERCER INTERNATIONAL INC.

FORM 8-K

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release dated November 2, 2010 relating to the launch of a tender offer by Mercer International Inc.
99.2	Press release dated November 2, 2010 relating to a private offering of senior notes by Mercer International Inc.

EX-99.1

Exhibit 99.1

For Immediate Release

MERCER INTERNATIONAL INC. COMMENCES TENDER OFFER AND CONSENT
SOLICITATION FOR ITS 9.25% SENIOR NOTES DUE 2013

NEW YORK, NY, November 2, 2010 — Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) (the “Company”), today announced that it has commenced a cash tender offer, on the terms and subject to the conditions set forth in the Company’s Offer to Purchase and Consent Solicitation Statement dated November 2, 2010 (the “Offer to Purchase”), for any and all of its outstanding 9.25% Senior Notes due 2013 (the “Notes”).

The Company is also soliciting consents to certain proposed amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and related provisions in the Indenture.

The Offer to Purchase more fully sets forth the terms of the Company’s tender offer and consent solicitation. The Notes and other information relating to the tender offer are listed in the table below:

	CUSIP	Principal Amount	Tender Offer	Consent	Total
Notes	Number	Outstanding	Consideration(1)	Payment(2)	Consideration(1)
9.25% Senior Notes due 2013	588056AH4	$310,000,000	$993.13	$30.00	$1,023.13

(1)	Per $1,000 principal amount of Notes and excluding accrued and unpaid interest, which will be paid in addition to the total consideration or tender offer consideration, as applicable.
(2)	Per $1,000 principal amount of Notes tendered prior to the Consent Date (as defined below).

Holders who validly tender their Note prior to 5:00 p.m., New York City time, on November 16, 2010 (the “Consent Date”) will receive total consideration of $1,023.13 per principal amount of Notes tendered, which includes a consent payment of $30.00 per $1,000 principal amount of Notes. Holders must validly tender and not validly withdraw their Notes at or prior to the Consent Date in order to be eligible to receive the total consideration (including the consent payment).

The tender offer is schedule to expire at 11:59 p.m., New York City time, on December 1, 2010, unless extended or earlier terminated by the Company (the “Expiration Time”).

Holders tendering their Notes after the Consent Date but before the Expiration Time will be eligible to receive the tender offer consideration of $993.13 per $1,000 principal amount of Notes validly tendered.

The Company will pay accrued and unpaid interest on all Notes tendered and accepted for payment in the tender offer from the last interest payment date to, but not including, the date on which the Notes are purchased.

Tendered Notes may be withdrawn at any time on or prior to 5:00 p.m., New York City time, on November 16, 2010, unless extended by the Company (the “Withdrawal Deadline”).

Holders may not tender their Notes without delivering their consents to the Proposed Amendments and the Notes and may not deliver their consents without tendering their Notes pursuant to the tender offer. The Proposed Amendments require the approval of a majority of the aggregate principal amount of the outstanding Notes. If so approved, however, the Proposed Amendments will not become operative until after the Company has paid the consent payments to all holders that have validly tendered (and not validly revoked) consents on or prior to the Consent Date. Any tender of the Notes prior to the Withdrawal Deadline may be validly withdrawn and consents may be validly revoked at any time prior to the Withdrawal Deadline, but not thereafter except to the extent that the Company is required by law to provide withdrawal rights.

The Company has reserved the right (and expects) to accept for purchase all Notes validly tendered prior to the Consent Date on a date that is promptly after the Consent Date but prior to the Expiration Time (the “Early Settlement Date”). The Early Settlement Date is expected to be on or about November 18, 2010. On the Early Settlement Date, the Company will also pay accrued and unpaid interest from the last interest payment date for the Notes up to, but not including, the Early Settlement Date on the Notes accepted for purchase.

The Company’s obligation to accept for purchase and to pay for Notes validly tendered and not withdrawn pursuant to the tender offer and the consent solicitation is subject to the satisfaction or waiver, in the Company’s discretion, of certain conditions, which are more fully described in the Offer to Purchase, including, among other things, receipt of the requisite number of consents to the Proposed Amendments and the Company’s consummation of a new issuance of debt in aggregate principal amount of at least $300 million on or prior to the Early Settlement Date.

If any Notes remain outstanding following the completion of the tender offer, the Company reserves the right to redeem any or all of the remaining Notes outstanding, at its discretion in accordance with the terms of the Notes and the Indenture.

The Company has retained RBC Capital Markets, LLC to serve as the dealer manager and solicitation agent for the tender offer and the consent solicitation. Questions regarding the tender offer and consent solicitation may be directed to RBC Capital Markets, LLC, Liability Management Group, at (212) 618-7822 or (877) 381-2099 (toll free). Requests for documents may be directed to Georgeson Inc., the information for the tender offer and consent solicitation, at (800) 267-4403 (toll free) or (212) 440-9800.

Mercer International Inc. is a global pulp manufacturing company. To obtain further information on the company, please visit its web site at http://www.mercerint.com.

The preceding includes forward- looking statements which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. In particular, statements about our plans or intentions regarding the commencement and completion of the tender offer and consent solicitation are forward-looking statements and may not necessarily occur. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.

APPROVED BY:

Jimmy S.H. Lee
Chairman & President
(604) 684-1099

David M. Gandossi
Executive Vice-President &
Chief Financial Officer
(604) 684-1099 FD
Investors/Media: Eric Boyriven, Alexandra Tramont
(212) 850-5600

EX-99.2

Exhibit 99.2

For Immediate Release

MERCER INTERNATIONAL INC. PLANS TO ISSUE $300 MILLION OF SENIOR NOTES

NEW YORK, NY, November 2, 2010 — Mercer International Inc. (Nasdaq: MERC, TSX: MRI.U) (the “Company”), today announced that it intends to offer for sale an aggregate of $300 million principal amount of senior notes (the “New Notes”). The net proceeds of this proposed issuance, together with cash on hand, will be used to finance the tender offer and consent solicitation for any and all of the Company’s currently outstanding 9.25% Senior Notes due 2013.

The New Notes will be 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 New 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 New Notes in any state in which such offer, solicitation or sale would be unlawful.

Mercer International Inc. is a global pulp manufacturing company.

The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may not prove to be accurate. Actual outcomes and results may differ materially from what is expressed or forecasted in these forward-looking statements. In particular, statements about our plans or intentions regarding the commencement and completion of the tender offer and consent solicitation and the consummation of a new issuance of debt are forward-looking statements and may not necessarily occur. Among those factors which could cause actual results to differ materially are the following: the highly cyclical nature of our business, raw material costs, our level of indebtedness, competition, foreign exchange and interest rate fluctuations, our use of derivatives, expenditures for capital projects, environmental regulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.

APPROVED BY:

Jimmy S.H. Lee
Chairman & President
(604) 684-1099

David M. Gandossi
Executive Vice-President &
Chief Financial Officer
(604) 684-1099 FD
Investors/Media: Eric Boyriven, Alexandra Tramont
(212) 850-5600