8-K
MERCER INTERNATIONAL INC. (MERC)
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): August 3, 2021
MERCER INTERNATIONAL INC.
(Exact name of Registrant as Specified in Its Charter)
| Washington | 000-51826 | 47-0956945 |
|---|---|---|
| (State or Other Jurisdiction<br> <br>of Incorporation) | (Commission<br> <br>File Number) | (IRS Employer<br> <br>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):
| ☐ | 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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>on which registered |
|---|---|---|
| Common Stock, par value $1.00 per share | MERC | 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 7.01. | Regulation FD Disclosure. |
|---|
On August 3, 2021, Mercer International Inc. (the “Company”) issued a press release announcing that it received approval from the applicable bankruptcy court for a sales order approving the acquisition by its wholly-owned subsidiary of a cross laminated timber manufacturing facility located in Spokane, Washington for a price of $50 million, subject to customary adjustments. The closing of the sale is scheduled to occur shortly. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
The information furnished under Item 7.01 of this Current Report 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<br>No. | Description |
|---|---|
| 99.1 | Press Release dated August 3, 2021 |
| 104 | Cover Page Interactive Data File (embedded wthin 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/ David K. Ure |
| David K. Ure |
| Chief Financial Officer |
Date: August 4, 2021
EX-99.1
Exhibit 99.1
For Immediate Release
MERCER INTERNATIONAL INC. RECEIVES BANKRUPTCY COURT SALES ORDER APPROVAL
TO ACQUIRE A CLT FACILITY
NEW YORK, NY, August 3, 2021 - Mercer International Inc. (Nasdaq: MERC). The Company is pleased to announce that today it received approval from the applicable Bankruptcy Court for a sales Order approving the acquisition by its wholly-owned subsidiary of a state-of-the-art CLT manufacturing facility located at Spokane, Washington (the “Facility”) for a price of $50 million, subject to customary adjustments. The closing of the sale is scheduled to occur shortly.
About the Facility:
The Facility:
| • | is located on 54 acres of land near Spokane and has an area of about 270,000 square feet; |
|---|---|
| • | is equipped with<br>state-of-the-art extensive automation technologies including one of the largest CLT presses in the world; |
| --- | --- |
| • | has capacity of approximately: |
| --- | --- |
| (a) | 13 million sq. ft. of 5-ply panels annually or 140,000 cubic<br>meters of annual production based on 5-day operations ; and |
| --- | --- |
| (b) | represents about 30% of the current North American mass timber manufacturing capacity. |
| --- | --- |
About Cross Laminated Timber (“CLT”):
CLT is an engineered wood product produced from multiple layers of lumber and adhesive; each layer laid up with its grain running perpendicular to the layer adjacent and pressed under heat to create large, high strength panels. The panels are modified by automated CNC machines to incorporate custom window, plumbing, electrical and fastening elements in accordance with the precise architectural specifications of the designer. The finished panels are then assembled in situ at the construction site.
CLT is principally used for commercial and residential building construction. Europe is the currently the leading market for CLT design and the market in North America is growing. CLT designed construction is attractive for its speed of construction, its low carbon footprint when compared to traditional building methods and its aesthetics. Contemporary building codes acknowledge its strength, fire resistance and carbon sink characteristics which have made it a leading construction method for many of the world’s LEED-certified buildings; many of which are over twenty stories in height.
CEO Comments
David Gandossi, Chief Executive Officer of the Company stated: “We are very pleased with our impending acquisition of the Facility. It represents an attractive entry point for us into the CLT business with a near new state-of-the-art facility.”
He continued; “It fits well with our strategy to expand in the solid wood products space and aligns with a core value to provide sustainable and carbon reducing alternatives for a warming planet”.
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 actualresults 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. Among those factors which could cause actual results to differ materially arethe 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, environmentalregulation and compliance, disruptions to our production, market conditions and other risk factors listed from time to time in our SEC reports.
APPROVED BY:
Jimmy S.H. Lee
Executive Chairman
(604) 684-1099
David M. Gandossi, FCPA, FCA
Chief Executive Officer
(604) 684-1099