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): December 6, 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
(Registrants 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)) |
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 7.01 | REGULATION FD DISCLOSURE. |
In connection with a proposed private offering of senior notes described in Item 8.01 below, Mercer International Inc. (Mercer or the Company) prepared a preliminary offering memorandum that is being disseminated only to eligible investors, in which it disclosed on a preliminary basis and based on information available as at December 6, 2017:
| In 2018, the Company has scheduled maintenance downtime for its pulp mills of 43 days, or approximately 61,000 ADMTs; |
| In 2018, excluding amounts being financed through government grants, the Company currently expects capital expenditures to be approximately $85 million to $95 million; and |
| In November 2017, Mercers wholly owned German subsidiary engaged in wood procurement and logistics for the Companys German pulp and lumber mills settled a term sheet with a European bank to establish a new 25,000,000 revolving borrowing base credit facility. The facility will have a term of two years and the amount available will be equal to the aggregate of stipulated percentages of eligible receivables and eligible inventories. The facility is subject to completion of definitive agreements and other customary conditions. We currently expect to complete the facility on or about the end of 2017. |
ITEM 8.01 | OTHER EVENTS. |
On December 6, 2017, the Company issued a press release announcing its proposed: (i) offering of an aggregate of $300 million principal amount of senior notes due 2026 (the 2026 Notes); and (ii) conditional redemption of $300 million in principal amount of the Companys 7.750% Senior Notes due 2022 (the 2022 Notes), of which an aggregate principal amount of $400 million is currently outstanding. The net proceeds of the proposed issuance of 2026 Notes, together with cash on hand, will be used for such redemption.
The 2026 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 Companys press release dated December 6, 2017 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 and 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 Companys 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 2026 Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
Forward-Looking Statements
This Current Report on Form 8-K 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. Forward looking statements generally can be identified by the use of forward looking terminology such as assumptions, expects, anticipates, projects, intends, designed, will, believes, estimates, may, could, plans (or the negative of other derivatives of each of these terms) or similar terminology and involve unknown risks and uncertainties which may cause the Companys actual results in future periods to differ materially from forecasted results. The forward looking statements include, without limitation, statements regarding preliminary estimated financial results, the Companys intentions regarding the consummation of the offering of 2026 Notes, the intended use of proceeds and the completion of the redemption of the 2022 Notes. These statements are based on the Companys managements estimates and assumptions with respect to future events, which include uncertainty as to its ability to consummate the proposed offering of debt securities or the redemption of the 2022 Notes, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary is included in the Companys Annual Report on Form 10-K, as amended, and other periodic reports filed with the Securities and Exchange Commission.
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
Exhibit No. |
Description | |
99.1 | Press release of the Company dated December 6, 2017. |
Exhibit Index
Exhibit No. |
Description | |
99.1 | Press release of the Company dated December 6, 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: December 6, 2017
Exhibit 99.1
For Immediate Release
MERCER INTERNATIONAL INC. ANNOUNCES PLANS TO ISSUE $300 MILLION OF SENIOR NOTES IN PRIVATE OFFERING AND THE CONDITIONAL PARTIAL REDEMPTION OF $300 MILLION IN PRINCIPAL AMOUNT OF OUTSTANDING 7.750% SENIOR NOTES DUE 2022
NEW YORK, NY, December 6, 2017 Mercer International Inc. (Nasdaq: MERC, TSX: MERC.U) (the Company) today announced that it intends to offer for sale (the Offering) $300 million in aggregate principal amount of senior notes due 2026 (the 2026 Notes). The net proceeds of the Offering, together with cash on hand, will be used to redeem $300 million in principal amount of the Companys currently outstanding 7.750% Senior Notes due 2022 (the 2022 Notes).
In connection with the proposed partial redemption of 2022 Notes, the Company has issued a conditional notice of redemption to partially redeem the 2022 Notes, of which an aggregate principal amount of $400 million is currently outstanding, at $1,058.13 per $1,000.00 of principal amount redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The redemption date is January 5, 2018 and redemption is conditioned upon completion of the Offering and the Companys deposit with the paying agent of sufficient funds to pay the redemption price.
The 2026 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 2026 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 2026 Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.
Mercer International Inc. is a global forest products company with operations in Germany and Canada.
Page 2
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, the Companys intentions regarding the consummation of the Offering, the intended use of proceeds and the completion of the redemption of the 2022 Notes. Forward looking statements involve unknown risks and uncertainties which may cause the Companys actual results in future periods to differ materially from forecasted results. These statements are based on the Companys managements estimates and assumptions with respect to future events, which include uncertainty as to its ability to consummate the Offering or the redemption of the 2022 Notes, 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 Companys 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 |