Mercer International Inc. announces prices for a private additional offering of Senior Notes

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NEW YORK, Oct. 23, 2024 (GLOBE NEWSWIRE) — Mercer International Inc. (Nasdaq: MERC) (the “Company”) today announced the pricing of its private offering of $200.0 million aggregate principal amount of 12.875% senior notes due October January 1, 2028 (the “Additional Notes”).

The Additional Notes are issued at a price of 103.000% of the principal amount plus interest accrued from October 1, 2024, with a worst-case yield of 11.624%. The net proceeds from the offering, together with cash on hand, will be used by the Company to redeem $300.0 million principal amount of currently outstanding 5.500% senior notes due 2026 (the “2026 Senior Notes” “).

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The Additional Notes are being offered as additional notes under the existing surety agreement dated September 21, 2023, pursuant to which the Company previously issued $200.0 million in aggregate senior notes at 12.875%, due 2028 (the “Existing Bonds”). Except for the issue date and offer price, the Additional Notes will be subject to the same terms and conditions as the Existing Notes.

The Additional Notes are being offered and sold to qualified institutional buyers on a Rule 144A basis pursuant to Securities Act of 1933as amended (the “Securities Act”), and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. Additional Notes offered and sold pursuant to Rule 144A will be issued and held under the same CUSIP as the Existing Notes. Any Additional Notes offered and sold in offshore Regulation S transactions will be issued and held under a separate CUSIP number during a 40-day distribution compliance period beginning on the date of issuance of the Additional Notes. Following the end of the 40-day distribution compliance period, such Additional Notes will be held within the same CUSIP as the Existing Notes. The offering of the Additional Notes is expected to close on or about October 30, 2024, subject to the satisfaction of customary closing conditions.

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The Additional Notes have not been registered under the Securities Act or any state securities laws and, unless registered, may not be offered or sold in the United States except pursuant to an exemption from registration or in a transaction not subject to registration under the Act securities laws and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sale of the Additional 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 operating in Germany, the United States and Canada, with a consolidated annual production capacity of 2.1 million tons of pulp, 960 million meters of lumber, 210,000 cubic meters of cross-laminated timber, 45,000 cubic meters of glulam , 17 million pallets and 230,000 metric tons of biofuels.

The foregoing contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability created under the Private Securities Litigation Reform Act of 1995, including, without limitation, the Company’s intentions to complete the transaction to offer Additional Notes, the intended use of the proceeds, and completion of the redemption of the 2026 Senior Notes. “Forward-looking statements” involve unknown risks and uncertainties that may cause the Company’s actual results in future periods to differ materially from projected results. These statements are based on the Company’s management’s estimates and assumptions regarding future events, which include uncertainty as to the ability to consummate the offering of the Additional Notes or
completion of the redemption of the 2026 Senior Noteswhich estimates are considered reasonable, although inherently uncertain and difficult to predict. For a discussion of factors that could cause actual results to differ, see the company’s Annual Report on Form 10-K and other periodic reports filed with the Securities and Exchange Commission.

APPROVED BY:
William D. McCartney
President of the Management Board
(604) 684-1099

Juan Carlos Bueno
Chief Executive Officer
(604) 684-1099

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