MERCER INTERNATIONAL INC. (NASDAQ:MERC) Files An 8-K Entry into a Material Definitive Agreement

ITEM1.01

Issuance of Senior Notes

On March27, 2017, Mercer International Inc. (the Company) issued
$25,000,000 aggregate principal amount of 6.500% senior notes due
2024 (the Additional Notes). The Additional Notes were issued to
the indenture, dated February3, 2017 (the Indenture), to which
the Company previously issued $225,000,000 aggregate principal
amount of 6.500% senior notes due 2024. The Additional Notes were
issued at a price of 50% of their principal amount, plus accrued
interest from February3, 2017.

Interest on the Additional Notes will be payable semi-annually in
arrears on each February1 and August1, commencing August1, 2017.
Interest will be payable to holders of record of the Additional
Notes on the immediately preceding January15 and July15 and will
be computed on the basis of a 360-day year consisting of twelve
30-day months. The Additional Notes will mature on February1,
2024, unless repurchased or redeemed in accordance with their
terms prior to such date.

The Additional Notes were sold either to qualified institutional
buyers in reliance on Rule 144A under the Securities Act of 1933,
as amended (the Securities Act) or outside the United States to
non-U.S. persons in reliance on Regulation S under the Securities
Act.

Registration Rights Agreement

In connection with the issuance and sale of the Additional Notes,
on March27, 2017, the Company entered into a registration rights
agreement in respect of the Additional Notes (the Registration
Rights Agreement) with Credit Suisse Securities (USA) LLC, as the
initial purchaser. Under the Registration Rights Agreement, the
Company agreed to use its commercially reasonable efforts to file
with the Securities and Exchange Commission (the SEC) and cause
to be declared effective within 240 days after February3, 2017, a
registration statement relating to an offer to issue a series of
new notes having terms substantially identical to the Additional
Notes in exchange for outstanding Additional Notes (an Exchange
Offer).

If the Company is not permitted by applicable law or SEC policy
to consummate an Exchange Offer or file a registration statement
related to such Exchange Offer in respect of the Additional
Notes, then the Company will be required to file a shelf
registration statement (the Shelf Registration Statement) to
register resales of the applicable series of Additional Notes by
holders thereof who satisfy certain conditions relating to the
provision of info in connection with the Shelf Registration
Statement. If the Company fails to satisfy these obligations, the
Company may be required to pay additional interest to holders of
the Additional Notes under certain circumstances.

The above summaries of the Indenture and the Registration Rights
Agreement are qualified in their entirety by reference to the
full texts of such agreements, which are incorporated by
reference herein. A copy of the Indenture is attached as Exhibit
4.1 to the Companys Current Report on Form 8-K filed with the SEC
on February3, 2017 and a copy of the Registration Rights
Agreement is filed herewith as Exhibit 10.1.

The information set forth under the heading Issuance of Senior
Notes in Item1.01 of this Current Report on Form 8-K is
incorporated by reference into this Item2.03.

Completion of Notes Offering

On March27, 2017, the Company issued a press release announcing
the completion of its previously announced offering of the
Additional Notes. A copy of such press release is attached hereto
as Exhibit 99.1 and is incorporated herein by reference.

(d) Exhibits

About MERCER INTERNATIONAL INC. (NASDAQ:MERC)

Mercer International Inc. is engaged in producing (northern bleached softwood kraft) NBSK pulp. The Company operates in the pulp industry and produces pulp for resale, known as market pulp, in Germany. It also produces and sells tall oil, which is used as both a chemical additive and as a green energy source. The Company operates over two mills in Eastern Germany and approximately one mill in Western Canada. The Company’s NBSK pulp mills include Rosenthal mill, which is located in the town of Blankenstein, Germany, approximately 300 kilometers south of Berlin; Stendal Mill, which is located near the town of Stendal, Germany, approximately 130 kilometers west of Berlin, and Celgar Mill, which is located near the city of Castlegar, British Columbia, Canada, over 600 kilometers east of Vancouver. The Company’s NBSK pulp mills has an annual production capacity of approximately 1.5 million air-dried metric tons (ADMTs) of NBSK pulp and generates over 305 megawatts (MW) of electricity.

MERCER INTERNATIONAL INC. (NASDAQ:MERC) Recent Trading Information

MERCER INTERNATIONAL INC. (NASDAQ:MERC) closed its last trading session up +0.20 at 11.90 with 149,840 shares trading hands.