H.S. Sangra, Esq. Sangra Moller LLP 1000 Cathedral Place, 925 West Georgia Street Vancouver, British Columbia, Canada V6C 3L2 (604) 662-8808 |
David R. Wilson, Esq. Davis Wright Tremaine LLP Suite 2200, 1201 Third Avenue Seattle, Washington 98101-3045 (206) 757-8274 |
Transaction Valuation* | Amount of Filing Fee** | |
$67,255,000
|
$3,752.83 |
* | The transaction valuation is estimated solely for the purposes of calculating the Filing Fee pursuant to Rule 0-11 under the Securities Exchange Act of 1934 as amended (Rule 0-11). The transaction valuation estimate assumes the exchange of $67,255,000 principal amount of the outstanding 8.5% Convertible Senior Subordinated Notes due 2010 of Mercer International Inc. | |
** | The amount of Filing Fee is calculated in accordance with Rule 0-11 by multiplying the Transaction Valuation by .00005580 or $55.80 for each $1,000,000 of the value of the transaction. | |
þ | Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | |
Amount Previously Paid: $3,752.83 Form or Registration No.: Schedule TO Filing Party: Mercer International Inc. Date Filed: July 13, 2009 |
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o | Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. |
o | third-party tender offer subject to Rule 14d-1 | |
þ | issuer tender offer subject to Rule 13e-4 | |
o | going-private transaction subject to Rule 13e-3 | |
o | amendment to Schedule 13D under Rule 13d-2 |
MERCER INTERNATIONAL INC. |
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By: | /s/ David M. Gandossi | |||
Name: | David M. Gandossi | |||
Title: | Secretary, Executive Vice President and Chief Financial Officer |
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(a)(1)(i) | * | Offering Circular, dated July 13, 2009. |
(a)(1)(ii) | * | Letter of Transmittal. |
(a)(1)(iii) | * | Letter to DTC Participants. |
(a)(1)(iv) | * | Letter to Clients for use by brokers, dealers, commercial banks, trust companies and other nominees. |
(a)(1)(v) | * | Amended and Restated Offering Circular, dated September 9, 2009. |
(a)(1)(vi) | * | Amended and Restated Letter of Transmittal. |
(a)(1)(vii) | * | Amended and Restated Letter to DTC Participants. |
(a)(1)(viii) | * | Amended and Restated Letter to Clients for use by brokers, dealers, commercial banks, trust companies and other nominees. |
(a)(5)(i) | Press Release, dated July 13, 2009 (incorporated herein by reference to Exhibit 99.1 to Mercers Current Report on Form 8-K dated July 13, 2009). | |
(a)(5)(ii) | Press Release, dated August 11, 2009 (incorporated herein by reference to Exhibit 99.1 to Mercers Current Report on Form 8-K dated August 11, 2009). | |
(a)(5)(iii) | Press Release, dated August 25, 2009 (incorporated herein by reference to Exhibit 99.1 to Mercers Current Report on Form 8-K dated August 25, 2009). | |
(a)(5)(iv) | Press Release, dated September 9, 2009 (incorporated herein by reference to Exhibit 99.1 to Mercers Current Report on Form 8-K dated September 9, 2009). |
(b) | Not applicable. |
(d) | (i) | Indenture dated as of October 10, 2003 between Mercer and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Mercers Current Report on Form 8-K dated October 15, 2003). | ||
(d) | (ii) | First Supplemental Indenture dated as of March 1, 2006 to Indenture dated as of October 10, 2003 between Mercer and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Form 10-K dated March 16, 2006). | ||
(d) | (iii) | Form of Indenture between Mercer and Wells Fargo Bank, National Association, as trustee (incorporated by reference from Form T-3 dated July 13, 2009, as amended by Amendment No. 1 to the Form T-3 dated September 9, 2009). |
(d) | * | (iv) | Form of Warrant Agreement between Mercer and Mellon Investor Services LLC, as warrant agent. |
(g) | Not applicable. | |
(h) | Not applicable. |
* | Previously filed with the Schedule TO |