Mercer International Inc. filed a Form 8-K on November 3, 2026, disclosing that on November 2, 2026, it entered into Restructuring Support Agreements with holders of its Senior Notes and existing equity interests to implement a comprehensive debt and capital structure restructuring through a prepackaged chapter 11 plan of reorganization.

Key Highlights

  • Restructuring Support Agreements signed November 2, 2026: Mercer and one non-operating subsidiary entered into agreements with consenting senior noteholders and consenting equityholders to support a prepackaged plan of reorganization.
  • Senior noteholder support: As of the agreement date, consenting senior noteholders hold approximately 87% of the aggregate outstanding principal amount of the Senior Notes.
  • Equity support: Consenting equityholders hold approximately 50% of the aggregate outstanding amount of existing equity interests.
  • Rights offering of $420.0 million: Senior noteholders will have the right to participate in 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.
  • New Common Stock allocation: Senior noteholders are expected to receive 91.5% of the New Common Stock; holders of existing equity interests are expected to receive 8.5% of the New Common Stock, each subject to dilution.
  • General unsecured creditors unimpaired: According to the filing, general unsecured creditors are expected to be unimpaired under the Plan.
  • Completion targeted by end of 2026: The company expects to complete the Restructuring by the end of calendar year 2026.

Mercer International's Prepackaged Chapter 11 Restructuring: Key Terms and Structure

According to the filing, Mercer International Inc. (NASDAQ:MERC) and one non-operating subsidiary intend to implement a comprehensive restructuring of the company's debt obligations and capital structure. The Restructuring Support Agreements were entered into on November 2, 2026, with holders of approximately 85.3% of the 12.875% Senior Notes due 2028 and approximately 88.2% of the 5.125% Senior Notes due 2029, as well as holders of approximately 50% of Mercer's common stock. The restructuring is to be effectuated through voluntary chapter 11 cases filed in the United States Bankruptcy Court for the Southern District of Texas, Houston Division.

The filing states that 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, and 56.5% of the New Convertible Preferred Stock, each subject to dilution, along with the right to participate in the $420.0 million rights offering of New Money Senior Secured Notes. 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. The filing notes that general unsecured creditors are expected to be unimpaired under the Plan.

The filing discloses that Mercer's operating subsidiaries will not commence chapter 11 cases and will continue to operate in the ordinary course. The company stated it "does not expect any operational impact from the Restructuring and plans to continue to operate its business as usual and to serve customers and pay vendors and employees in the ordinary course of business." The Restructuring Support Agreements contain milestones relating to the progress of the chapter 11 cases, and the company has agreed, among other things, to take commercially reasonable actions to list the New Common Stock on the New York Stock Exchange, the NASDAQ Capital Market, or another national securities exchange on or as soon as reasonably practicable after the Plan Effective Date.

What Was Disclosed

Mercer International disclosed the execution of Restructuring Support Agreements on November 2, 2026, outlining the terms of a prepackaged chapter 11 reorganization plan, including expected distributions to noteholders and equity holders, a $420.0 million rights offering, and continued ordinary-course operations during the process.