Mercer International Inc. Announces Pricing of Private Offering of Senior Notes
November 29 2018 - 7:03PM
Mercer International Inc. (Nasdaq: MERC) (the "Company") today
announced the pricing of its previously announced offering of $350
million aggregate principal amount of 7.375% senior notes due
January 15, 2025 (the "2025 Notes").
The 2025 Notes are being issued at a price of
100% of their principal amount. The net proceeds from the offering
will be used, together with cash on hand, to finance the purchase
price under the previously announced acquisition of all of the
outstanding shares of Daishowa-Marubeni International Ltd. (the
"Acquisition") and to pay fees and expenses.
The offering of the 2025 Notes is expected to
close on or around December 7, 2018, subject to the satisfaction of
customary closing conditions.
The offering of the 2025 Notes is not
conditioned upon the completion of the Acquisition. However,
in the event that the Acquisition is not consummated on or prior to
January 31, 2019 or if the share purchase agreement respecting the
Acquisition is terminated any time prior thereto, the Company will
be required to redeem in whole and not in part the aggregate
principal amount of the outstanding notes on a special mandatory
redemption date at a redemption price equal to 100% of the
aggregate principal amount of the notes plus accrued and unpaid
interest.
The 2025 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 2025 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 2025 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.
The preceding 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, including,
without limitation, the Company's intentions regarding the
consummation of the offering of 2025 Notes, the completion of the
Acquisition and the intended use of proceeds. "Forward looking
statements" involve unknown risks and uncertainties which may cause
the Company's actual results in future periods to differ 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 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 is included 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. LeeExecutive Chairman(604) 684-1099
David M. Gandossi, FCPA, FCAChief Executive Officer(604)
684-1099
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