Mercer International Inc. filed a Form 8-K with the SEC on November 10, 2026, disclosing that the company and one non-operating subsidiary filed voluntary chapter 11 petitions on November 9, 2026, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division, to implement a prepackaged plan of reorganization.

Key Highlights

  • Chapter 11 filing: Mercer International and one non-operating subsidiary filed voluntary petitions on November 9, 2026, in the Southern District of Texas, Houston Division.
  • Prepackaged plan: The plan embodies the terms of Restructuring Support Agreements signed November 2, 2026, with holders of the 12.875% Senior Notes due 2028 and the 5.125% Senior Notes due 2029.
  • Senior noteholder recovery: Holders of Senior Notes are expected to receive their pro rata share of Takeback Senior Secured Notes, 91.5% of the New Common Stock, and 56.5% of the New Convertible Preferred Stock, each subject to dilution.
  • Rights offering: A fully backstopped rights offering of $420.0 million (inclusive of $20.0 million of original issue discount, exclusive of the Put Option Premium) of New Money Senior Secured Notes is contemplated for Senior Note holders.
  • Existing equity: Mercer's existing common stock will be cancelled; holders of Existing Equity Interests are expected to receive 8.5% of the New Common Stock and 3.5% of the New Convertible Preferred Stock, each subject to dilution.
  • Supplemental indentures effective: On November 6, 2026, Mercer and the Trustee executed supplemental indentures amending both the 2028 and 2029 Senior Notes indentures to prevent certain restructuring-related actions from constituting an Event of Default while the Restructuring Support Agreement remains in effect.
  • Operating subsidiaries unaffected: Mercer's operating subsidiaries have not commenced chapter 11 cases and, according to the filing, "will continue to operate their businesses as usual and in the ordinary course."

Mercer International's Prepackaged Debt Restructuring and Chapter 11 Filing Details

According to the filing, Mercer International Inc. (NASDAQ:MERC) and one non-operating subsidiary filed voluntary chapter 11 petitions on November 9, 2026, in the United States Bankruptcy Court for the Southern District of Texas, Houston Division. The company reported that it intends to implement a "joint prepackaged chapter 11 plan of reorganization" that embodies the terms of Restructuring Support Agreements entered into on November 2, 2026, with holders of its 12.875% Senior Notes due 2028 and its 5.125% Senior Notes due 2029, as well as holders of its outstanding common stock. The Debtors commenced solicitation of votes on the plan on November 9, 2026, prior to filing, by transmitting the Disclosure Statement and related materials to eligible holders, and the filing states they anticipate completing solicitation during the chapter 11 cases.

Under the plan as described in the filing, holders of Senior Notes are expected to receive, among other things, their pro rata share of Takeback Senior Secured Notes, 91.5% of the New Common Stock, 56.5% of the New Convertible Preferred Stock (each subject to dilution), and the right to participate in a fully backstopped rights offering of $420.0 million of New Money Senior Secured Notes (inclusive of $20.0 million of original issue discount but exclusive of the Put Option Premium). The filing further states that general unsecured creditors are expected to be unimpaired under the plan. Mercer's existing common stock will be cancelled, with holders of Existing Equity Interests expected to receive 8.5% of the New Common Stock and 3.5% of the New Convertible Preferred Stock, each subject to dilution.

Separately, the filing disclosed that on November 6, 2026, following receipt of consents from holders of a majority in aggregate principal amount of the outstanding 2028 Senior Notes and 2029 Senior Notes, Mercer and Computershare Trust Company, N.A., as Trustee, executed a Third Supplemental Indenture to the 2029 Senior Notes Indenture and a Fourth Supplemental Indenture to the 2028 Senior Notes Indenture. The filing states these supplemental indentures amended each indenture so that certain voluntary insolvency actions by Mercer or a Restricted Subsidiary that is a Significant Subsidiary, taken in compliance with the Restructuring Support Agreement, will not constitute an Event of Default under Section 6.01(7) of the applicable indenture while the Restructuring Support Agreement remains in effect. The Debtors have requested joint administration of the chapter 11 cases under the caption In re Mercer International Inc., et al. and the filing states they will continue to operate as "debtors-in-possession."

What Was Disclosed

Mercer International Inc. disclosed its November 9, 2026 chapter 11 filing in the Southern District of Texas, the terms of its prepackaged restructuring plan, expected recoveries for Senior Note holders and existing equity holders, and the execution of supplemental indentures on November 6, 2026, amending both senior notes indentures.