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): March 16, 2017

MERCER INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

Washington	000-51826	47-0956945
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada V6C 1G8

(Address of principal executive office)

(604) 684-1099

(Registrant’s telephone number, including area code)

Not Applicable

(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 (see General Instruction A.2. below):

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

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

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

☐ 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 March 16, 2017, the Company issued a press release announcing its proposed offering of an aggregate of $25.0 million principal amount of senior notes due 2024 (the “Additional Notes”). The Additional Notes will be issued as additional notes issued under the indenture dated February 3, 2017, pursuant to which the Company previously issued $225.0 million aggregate principal of 6.500% senior notes due 2024 (the “Existing Notes”), and will have the same CUSIP number as, and are expected to be fully fungible with, rank equally with and form a single series with, the Company’s Existing Notes.

The net proceeds of the proposed issuance of the Additional Notes, along with cash on hand, will be used to finance the Company’s acquisition of substantially all of the assets comprising a sawmill and bio-mass power plant located near Friesau, Germany and for general working capital purposes.

The Additional Notes will be 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.

The Company’s press release dated March 16, 2017 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 8.01 in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, 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.

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

Exhibit No.	Description
99.1	Press release of the Company dated March 16, 2017.

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 K. Ure

David K. Ure

Chief Financial Officer

Date: March 16, 2017

Exhibit Index

Exhibit No.	Description
99.1	Press release of the Company dated March 16, 2017.

EX-99.1

Exhibit 99.1

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES PROPOSED ADD-ON OFFERING OF $25

MILLION OF SENIOR NOTES

NEW YORK, NY, March 16, 2017 – Mercer International Inc. (Nasdaq: MERC, TSX: MERC.U) (the “Company”) today announced that it intends to offer for sale (the “Offering”) $25.0 million in aggregate principal amount of its senior notes due 2024 (the “Additional Notes”). The Additional Notes will be issued as additional notes under the indenture dated February 3, 2017, pursuant to which the Company previously issued $225.0 million aggregate principal of 6.500% senior notes due 2024 (the “Existing Notes”). The Additional Notes will have the same CUSIP number as, and are expected to be fully fungible with, rank equally with and form a single series with, the Existing Notes.

The net proceeds of the Offering, along with cash on hand, will be used to finance the Company’s acquisition of substantially all of the assets comprising a sawmill and bio-mass power plant located near Friesau, Germany and for general working capital purposes.

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

Mercer International Inc. is a global pulp manufacturing company.

The preceding contains “forward looking statements” within the meaning of federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, without limitation, statements regarding preliminary estimated financial results, the Company’s intentions regarding the consummation of the Offering, the intended use of proceeds and the Company’s proposed acquisition. “Forward looking statements” involve unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. These statements are based on the Company’s management’s estimates and assumptions with respect to future events, which include uncertainty as to its ability to consummate the Offering or complete its proposed acquisition, which estimates are believed to be reasonable, though inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary is included in the Company’s Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.

APPROVED BY:

Jimmy S.H. Lee

Executive Chairman

(604) 684-1099

David M. Gandossi, FCPA, FCA

Chief Executive Officer

(604) 684-1099