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): January 14, 2021

MERCER INTERNATIONAL INC.

(Exact name of Registrant as specified in its charter)

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 Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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.  ☐

On January 14, 2021, Mercer International Inc. (the “Company”) announced the upsizing and pricing of its offering of $875 million aggregate principal amount of 5.125% senior notes due February 1, 2029 (the “2029 Notes”); and a proposed conditional full redemption of all of its outstanding 7.375% Senior Notes due 2025 (the “2025 Senior Notes”), being an aggregate principal amount of $550 million. The size of the offering was increased from the previously announced offering of $500 million aggregate principal amount of 2029 Notes to $875 million aggregate principal amount of 2029 Notes.

The 2029 Notes will be issued at a price of 100% of their principal amount. The net proceeds of the offering will be used to refinance all $250 million in aggregate principal amount of the Company’s 6.500% Senior Notes due 2024 (the “2024 Notes”) pursuant to the Company’s previously announced tender offer for, or any subsequent redemption of, the 2024 Notes, to redeem all of the 2025 Senior Notes and for general corporate purposes.

The 2029 Notes are being 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.

A copy of the Company’s press release dated January 14, 2021 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the 2029 Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.

(d) Exhibits

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.

Date: January 14, 2021

EX-99.1

Exhibit 99.1

For Immediate Release

MERCER INTERNATIONAL INC. ANNOUNCES UPSIZING AND PRICING OF PRIVATE OFFERING OF SENIOR NOTES AND THE CONDITIONAL FULL REDEMPTION OF ITSOUTSTANDING 7.375% SENIOR NOTES DUE 2025

NEW YORK, NY, January 14, 2021 – Mercer International Inc. (Nasdaq: MERC) (the “Company”) today announced the upsizing and pricing of its private offering of $875 million in aggregate principal amount of 5.125% senior notes due February 1, 2029 (the “2029 Notes”). The size of the offering was increased from the previously announced offering of $500 million aggregate principal amount of 2029 Notes to $875 million aggregate principal amount of 2029 Notes.

The 2029 Notes are being issued at a price of 100% of their principal amount. The net proceeds of the offering will be used by the Company to refinance all $250 million in aggregate principal amount of its 6.500% Senior Notes due 2024 (the “2024 Notes”) pursuant to its previously announced tender offer for, or any subsequent redemption of, its 2024 Notes, to redeem all of its 7.375% Senior Notes due 2025 (the “2025 Notes”) and for general corporate purposes.

In connection with the proposed conditional redemption of the 2025 Notes, the Company has issued a conditional notice of redemption to redeem in full all $550 million in aggregate principal amount of the 2025 Notes at $1,036.88 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 26, 2021 and redemption is conditioned upon completion of the Offering and the Company’s deposit with the paying agent of sufficient funds to pay the redemption price.

The offering of the 2029 Notes is expected to close on or around January 26, 2021, subject to the satisfaction of customary closing conditions.

The 2029 Notes are being 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 2029 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 2029 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 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 contains “forward looking statements” within the meaning of federal securities laws and is intended to qualify forthe safe harbor from liability established by the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s intentions regarding the consummation of the offering of the 2029 Notes and the intended use ofproceeds and the completion of the refinancing of the 2024 Notes and redemption of the 2025 Notes. “Forward looking statements” involve unknown risks and uncertainties which may cause the Company’s actual results in future periods todiffer 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 of the 2029Notes or the refinancing of the 2024 Notes and redemption of the 2025 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 isincluded 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