MERCER INTERNATIONAL INC. (NASDAQ:MERC) Files An 8-K Regulation FD DisclosureItem 7.01
In connection with a proposed private offering of senior notes described in Item 7.01 below, Mercer International Inc. (“Mercer” or the “Company”) prepared a preliminary offering memorandum that is being disseminated only to eligible investors, in which it disclosed on a preliminary basis and based on information available as at December6, 2017:
In 2018, the Company has scheduled maintenance downtime for its pulp mills of 43 days, or approximately 61,000 ADMTs;
In 2018, excluding amounts being financed through government grants, the Company currently expects capital expenditures to be approximately $85million to $95million; and
In November 2017, Mercer’s wholly owned German subsidiary engaged in wood procurement and logistics for the Company’s German pulp and lumber mills settled a term sheet with a European bank to establish a new €25,000,000 revolving borrowing base credit facility. The facility will have a term of two years and the amount available will be equal to the aggregate of stipulated percentages of eligible receivables and eligible inventories. The facility is subject to completion of definitive agreements and other customary conditions. We currently expect to complete the facility on or about the end of 2017.
On December6, 2017, the Company issued a press release announcing its proposed: (i)offering of an aggregate of $300million principal amount of senior notes due 2026 (the “2026 Notes”); and (ii)conditional redemption of $300million in principal amount of the Company’s 7.750% Senior Notes due 2022 (the “2022 Notes”), of which an aggregate principal amount of $400million is currently outstanding. The net proceeds of the proposed issuance of 2026 Notes, together with cash on hand, will be used for such redemption.
The 2026 Notes will be 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 Company’s press release dated December6, 2017 is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 and this Item 7.01 in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished and shall not be deemed to be “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise be subject to the liabilities of that section, and shall not be deemed to be incorporated by reference into any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.
This Current Report on Form 8-K does not constitute an offer to sell, or a solicitation of an offer to buy, the 2026 Notes or any security, and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering would be unlawful.
This Current Report on Form 8-K contains “forward looking statements” within the meaning of federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. “Forward looking statements” generally can be identified by the use of forward looking terminology such as “assumptions”, “expects”, “anticipates”, “projects”, “intends”, “designed”, “will”, “believes”, “estimates”, “may”, “could”, “plans” (or the negative of other derivatives of each of these terms) or similar terminology and involve unknown risks and uncertainties which may cause the Company’s actual results in future periods to differ materially from forecasted results. The “forward looking statements” include, without limitation, statements regarding preliminary estimated financial results, the Company’s intentions regarding the consummation of the offering of 2026 Notes, the intended use of proceeds and the completion of the redemption of the 2022 Notes. 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 proposed offering of debt securities or the redemption of the 2022 Notes, which estimates are believed to be reasonable, though are inherently uncertain and difficult to predict. A discussion of factors that could cause actual results to vary is included in the Company’s Annual Report on Form 10-K, as amended, and other periodic reports filed with the Securities and Exchange Commission.
|Item 7.01||FINANCIAL STATEMENTS AND EXHIBITS.|
|99.1||Press release of the Company dated December6, 2017.|
MERCER INTERNATIONAL INC. ExhibitEX-99.1 2 d505493dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 For Immediate Release MERCER INTERNATIONAL INC. ANNOUNCES PLANS TO ISSUE $300 MILLION OF SENIOR NOTES IN PRIVATE OFFERING AND THE CONDITIONAL PARTIAL REDEMPTION OF $300 MILLION IN PRINCIPAL AMOUNT OF OUTSTANDING 7.750% SENIOR NOTES DUE 2022 NEW YORK,…To view the full exhibit click
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.