Mercer International Inc. announces pricing of private offering of senior notes

NEW YORK, NY, September 19, 2023

Mercer International Inc. (Nasdaq: MERC) (the „Company“) today announced the pricing of its private offering of $200.0 million in aggregate principal amount of 12.875% senior notes due October 1, 2028 (the „2028 Notes“).

The 2028 Notes are being issued at a price of 100% of their principal amount. The net proceeds of the offering will be used by the Company to pay down borrowings under its Canadian revolving credit facility, and for working capital and general corporate purposes, including discretionary capital projects at its facilities.

The offering of the 2028 Notes is expected to close on or around September 21, 2023, subject to the satisfaction of customary closing conditions.

The 2028 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 2028 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 2028 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, the United States and Canada with consolidated annual production capacity of 2.3 million tonnes of pulp, 960 million board feet of lumber, 210,000 cubic meters of cross-laminated timber, 45,000 cubic meters of glulam, 17 million pallets and 230,000 metric tonnes of biofuels.

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 the 2028 Notes 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 the 2028 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. Lee
Executive Chairman
(604) 684-1099

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