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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): January 21, 2022
MERCER INTERNATIONAL INC.
(Exact name of Registrant as Specified in Its Charter)
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Washington |
000-51826 |
47-0956945 |
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(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Suite 1120, 700 West Pender Street, Vancouver, British Columbia, Canada, V6C 1G8
(Address of Principal Executive Offices)
Registrant’s Telephone Number, Including Area Code: (604) 684-1099
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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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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 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Common Stock, par value $1.00 per share |
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MERC |
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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 1.01. Entry into a Material Definitive Agreement
On January 21, 2022, certain Canadian subsidiaries (the "Loan Parties") of Mercer International Inc. (the "Company") entered into a new CDN$160 million joint asset-backed revolving credit facility (the "New Facility") with a group of leading North American bank lenders. The New Facility, which will be used for general corporate purposes, replaces two existing revolving credit facilities of certain of the Loan Parties aggregating CDN$100 million.
The terms of the New Facility include among others:
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A term of five years. |
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The facility is secured by substantially all of the assets of the Loan Parties. |
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The interest payable on loans under the facility will be determined by reference to the Prime Rate, the BA Rate, the Base Rate or Adjusted Term SOFR plus a margin, depending on the leverage ratio, as defined in the New Facility. |
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The 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, make distributions and change their respective businesses. The facility also contains customary representations, warranties, information undertakings and events of default. |
Availability of the New Facility is based on a borrowing base.
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-K for the year ended December 31, 2021.
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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 January 21, 2022, the Company issued a press release announcing the closing of the New Facility. The full text of the press release is being furnished as Exhibit 99.1 to this report.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the press release is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934, as amended. The information set forth in Item 7.01 of this report shall not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the requirements of Regulation FD.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
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Exhibit Number |
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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 thereunto duly authorized.
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MERCER INTERNATIONAL INC. |
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Date: January 21, 2022 |
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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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EXHIBIT 99.1
For Immediate Release
MERCER INTERNATIONAL INC. ANNOUNCES COMPLETION OF CDN$160 MILLION
REVOLVING CREDIT FACILITY
NEW YORK, NY, January 21, 2022 ‑ Mercer International Inc., or "Mercer", (Nasdaq: MERC) today announced that certain Canadian subsidiaries (the "Loan Parties") of Mercer have entered into a new CDN$160 million joint asset-backed revolving credit facility (the "New Facility") with a syndicate of North American bank lenders. The New Facility, which will be used for general corporate purposes, replaces two existing revolving credit facilities of certain of the Loan Parties aggregating CDN$100 million.
The New Facility has a five year term and availability is based on a borrowing base. The New Facility is secured by substantially all of the Loan Parties' assets. The New Facility will bear interest at a rate determined by reference to the Prime Rate, the BA Rate, the Base Rate or Adjusted Term SOFR plus a margin, depending on the leverage ratio, as defined in the New Facility.
Mercer International Inc. is a global forest products company with operations in Germany and Canada with consolidated annual production capacity of 2.2 million tonnes of pulp and 550 million board feet of lumber. To obtain further information on the company, please visit its web site at https://www.mercerint.com.
The preceding includes forward looking statements which involve known and unknown risks and uncertainties which may cause our actual results in future periods to differ materially from forecasted results. Words such as "expects", "anticipates", "projects", "intends", "designed", "will", "believes", "estimates", "may", "could" and variations of such words and similar expressions are intended to identify such forward-looking statements. Actual results and outcomes may differ materially from what is expressed or forecasted in these forward looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. 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.
{00385369.3}
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APPROVED BY:
Jimmy S.H. Lee Executive Chairman (604) 684-1099
David M. Gandossi Chief Executive Officer (604) 684-1099
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{00385369.3}