UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM
CURRENT REPORT
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| ITEM 1.01. | ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT |
On September 15, 2022, various German subsidiaries (the “Loan Parties”) of Mercer International Inc. (the “Company”) entered into a new €300 million joint revolving credit facility (the “New Facility”) with a group of bank lenders. The New Facility, which will be used for general corporate purposes, replaces the existing revolving credit facility aggregating €200 million.
The terms of the New Facility include among others:
| • | A term of five years. |
| • | The facility is unsecured and is jointly and severally guaranteed by each of the Loan Parties. |
| • | The interest payable on loans under the facility will be Euribor plus a stipulated margin. |
| • | The New Facility is “sustainability linked” whereby if certain sustainability targets are achieved, there is a reduction in the applicable interest rate. The sustainability-linked feature is consistent with Mercer’s long term ESG objectives as validated by the Science Based Targets Initiative. |
| • | The New 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, enter into joint ventures, make distributions, change their respective businesses and alter their share capital. The facility also contains customary representations, warranties, information undertakings and events of default. |
The New Facility is available to all of the borrowers, subject to maximum borrowing sub-limits for certain of the borrowers.
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-Q for the quarter ended September 30, 2022.
| ITEM 1.02. | TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT |
The information set forth in Item 1.01 above is incorporated by reference into this Item 1.02.
| 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 September 16, 2022, the Company issued a press release announcing the New Facility. The full text of the press release is being furnished as Exhibit 99.1 to this report.
The information furnished under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 hereto, 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 subject to the liabilities of that section, nor shall it be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| ITEM 9.01. | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press release dated September 16, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL Document). | |
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/ Genevieve Stannus |
| Genevieve Stannus |
| Vice President, Treasurer |
Date: September 20, 2022