Mercer International Inc. Announces Proposed Add-On Offering of $200 Million of Senior Notes Due 2028 in Private Offering and Redemption of 5.500% Senior Notes Due 2026

Mercer International Inc. (the “Company”) announced that it intends to offer for sale (the “Offering”) $200 million in aggregate principal amount of its senior notes due October 1, 2028 (the “Additional Notes”). The Additional Notes will be issued as additional notes under an existing indenture dated September 21, 2023, pursuant to which the Company previously issued $200.0 million aggregate principal of 12.875% senior notes due 2028 (the “Existing Notes”).

The Company intends to use the net proceeds of the Offering, along with cash on hand, to redeem $300 million in principal amount of its currently outstanding 5.500% senior notes due 2026 (the “2026 Senior Notes”).

In connection with the proposed redemption of the 2026 Senior Notes, the Company has issued a conditional notice to redeem all of the 2026 Senior Notes, at $1,000.00 per $1,000.00 of principal amount redeemed, plus accrued and unpaid interest to, but not including, the redemption date. The redemption date is November 1, 2024 and redemption is conditioned upon completion of the Offering and the Company’s deposit with the paying agent of sufficient funds to pay the redemption price. This press release is not a notice of redemption.

Other than with respect to the date of issuance and the offering price, the Additional Notes will have the same terms as the Existing Notes. The Additional Notes offered and sold in reliance on Rule 144A will be issued and maintained under the same CUSIP as the Existing Notes. Any Additional Notes offered and sold in offshore transactions in reliance on Regulation S will be issued and maintained under a separate CUSIP number during a 40-day distribution compliance period commencing on the issue date of the Additional Notes. Following the completion of the 40-day distribution compliance period, such Additional Notes will be maintained under the same CUSIP as the Existing Notes.

The Additional 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 Additional 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 Additional Notes in any state or jurisdiction in which such offer, solicitation or sale would be unlawful.

About Mercer International

Mercer International Inc. is a global forest products company with operations in Germany, USA and Canada with consolidated annual production capacity of 2.1 million tonnes of pulp, 960 million board feet of lumber, 210 thousand cubic meters of CLT, 45 thousand cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels. To obtain further information on the company, please visit its website at https://www.mercerint.com.

Contact:

William D. McCartney – Chairman – (604) 684-1099

Source: Mercer International Inc.