SEC Comment Letter for MERCER INTERNATIONAL INC. (MERC) (CIK 0001333274) (MERC) — Oct 30, 2009
MERCER INTERNATIONAL INC. (MERC) (CIK 0001333274)
Date: Oct. 30, 2009 · CIK: 0001333274 · Accession: 0000000000-09-061275
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-159617
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549-3561
MAIL STOP 3561 October 29, 2009 Mr. Jimmy S.H. Lee, Chief Executive Officer Mercer International Inc. 650 West Georgia Street, Suite 2840 Vancouver, British Columbia Canada V6B 4N8 Re: Mercer International Inc. Registration Statement on Form S-3 Filed on October 19, 2009 File No. 333-159617 Dear Mr. Lee: We have limited our review of your filings to those issues we have addressed in our comment. Where indicated, we think you should revise your documents in response to this comment. If you disagree, we w ill consider your explanation as to why our comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary in your explanation. In our comment, we may ask you to provide us with supplemental information so we may better understand your disclosure. After reviewing this information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your compliance with the applicable disclosure requirements and to enhance the overall disclosure in your filings. We look forward to working with you in these respects. We welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Jimmy S.H. Lee Mercer International Inc. October 29, 2009 Page 2
General
1. Please advise us of the basis on whic h you are conducting the offering on Form S- 3. Based on recent market prices and shar es held by non-affiliat es, it appears that the company’s market float is less than $75 million.
Closing Comments
As appropriate, please amend your filing in response to this comment. You may wish to provide us with marked copies of th e amendment to expedite our review. Please furnish a cover letter with your amendment th at keys your response to our comment and provides any requested supplemental information. Detailed cover letter s greatly facilitate our review. Please understand that we may have additional commen ts after reviewing your amendment and response to our comment. We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require for an info rmed decision. Since the company and its management are in possession of all facts re lating to a company’s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made. Notwithstanding our comments, in the ev ent the company requests acceleration of the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding initiated by the Commission or any person under the fe deral securities laws of the United States. In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your fili ngs or in response to our comments on your filings.
Mr. Jimmy S.H. Lee Mercer International Inc. October 29, 2009 Page 3
We will consider a written request for acceleration of the effective date of the registration statement as a confirmation of th e fact that those reque sting acceleration are aware of their respective responsibilities under the Secu rities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ad equate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Any questions may be directed to Cathey Baker at (202) 551-3326 or Pam Howell, who supervised the review of your filing, at (202) 551-3357. S i n c e r e l y , John Reynolds Assistant Director cc: H.S. Sangra, Esq. FAX: (604) 669-8803
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-3561
MAIL STOP 3561
October 29, 2009
Mr. Jimmy S.H. Lee, Chief Executive Officer Mercer International Inc. 650 West Georgia Street, Suite 2840 Vancouver, British Columbia Canada V6B 4N8
Re: Mercer International Inc.
Registration Statement on Form S-3 Filed on October 19, 2009 File No. 333-159617
Dear Mr. Lee:
We have limited our review of your filings to those issues we have addressed in
our comment. Where indicated, we think you should revise your documents in response
to this comment. If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary. Please be as detailed as necessary
in your explanation. In our comment, we may ask you to provide us with supplemental
information so we may better understand your disclosure. After reviewing this
information, we may or may not raise additional comments. Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure requirements and to enhance the overall
disclosure in your filings. We look forward to working with you in these respects. We
welcome any questions you may have about our comment or on any other aspect of our review. Feel free to call us at the telephone numbers listed at the end of this letter.
Mr. Jimmy S.H. Lee
Mercer International Inc.
October 29, 2009 Page 2
General
1. Please advise us of the basis on whic h you are conducting the offering on Form S-
3. Based on recent market prices and shar es held by non-affiliat es, it appears that
the company’s market float is less than $75 million.
Closing Comments
As appropriate, please amend your filing in response to this comment. You may
wish to provide us with marked copies of th e amendment to expedite our review. Please
furnish a cover letter with your amendment th at keys your response to our comment and
provides any requested supplemental information. Detailed cover letter s greatly facilitate
our review. Please understand that we may have additional commen ts after reviewing
your amendment and response to our comment. We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filings reviewed by the staff to be certain that they have provided all
information investors require for an info rmed decision. Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the ev ent the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that
should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;
the action of the Commission or the staff, acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United
States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your fili ngs or in response to our comments on your filings.
Mr. Jimmy S.H. Lee
Mercer International Inc. October 29, 2009 Page 3
We will consider a written request for acceleration of the effective date of the
registration statement as a confirmation of th e fact that those reque sting acceleration are
aware of their respective responsibilities under the Secu rities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
Any questions may be directed to Cathey Baker at (202) 551-3326 or Pam Howell, who supervised the review of your filing, at (202) 551-3357.
S i n c e r e l y , John Reynolds
Assistant Director
cc: H.S. Sangra, Esq. FAX: (604) 669-8803