SecProbe.io

March 8, 2012
Via Email
H.S. Sangra, Esq. Sangra Moller LLP 1000 Cathedral Place 925 West Georgia Street Vancouver, B.C. Canada V6C 3L2
Re: Mercer International, Inc.
Registration Statement on Form S-4 Filed on February 29, 2012
  File No. 333-179809   Preliminary Proxy Statement on Schedule 14A   Filed March 1, 2012   File No. 0-51826

Dear Mr. Sangra:

We have limited our review of  the filings to those issues we have addressed in our
comments below.  In some of our comments, we may ask you to provide us with information so
we may better understand your disclosure.
 Please respond to this letter by amendi ng your filings, by providing the requested
information, or by advising us when you will provide the requested response.  If you do not
believe our comments apply to your facts and circ umstances or do not believe an amendment is
appropriate, please tell us  why in your response.
 After reviewing any amendment to your f ilings and the information you provide in
response to these comments, we may have additional comments.  Form S-4

 General

1. The preliminary prospectus disseminated to security holders in an early commencement
exchange offer must be complete and cont ain all required information.  Accordingly,
please remove the language “is not complete” fr om the cover page of your prospectus.
Please see question I.E.2. of the July 2001 Supplement to the Division of Corporation
Finance’s Manual of Publicly Available Tele phone Interpretations, which is available on
our website at www.sec.gov .

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 2

 2. Although the requirement to deliver a final pros pectus has been eliminated for exchange
offers commenced before effectiveness of the registration statement, offerors still must
file a final prospectus.  The obligation to f ile a final prospectus is not satisfied by the
filing of an amendment to the registrati on statement before effectiveness.  See
, on our
website www.sec.gov , Telephone Interpretation Manual Supplement dated July 2001,
Section I.E.3, for more information.  Please conf irm to us that Mercer  International, Inc.
will satisfy its obligation to file a final prospectus, after effectiveness, in accordance with the above interpretation.
3. Refer to Item 19 of Form S-4.  Given that th e Part III information in the form 10-K filed
on February 21, 2012 has not yet been filed, please revise to include all required
information prior to effectiveness of the regi stration statement.  Refer generally to an
analogous provision applicable to Form S-3 registrants in Securities Act Forms
Compliance & Disclosure Inte rpretation 123.01, available at
http://www.sec.gov/divisions/cor pfin/guidance/safinterp.htm
 Conditions of the Offer, page 37

 4. We note that Mercer Internationa l, Inc. and Fibrek, Inc. have  appealed the decision of the
Bureau de décision et de révision (Québec) granting an order to cease-trade the private
placement of special warrants to Mercer Intern ational, Inc.  We similarly note disclosure
in the Offering Circular that subsequent deci sions by the Bureau de décision “may impact
the completion of the Offer.”  Please revise to  clarify whether a condi tion to your offer is
the absence of a restriction on the parties’ ag reements with respect to the issuance and/or
terms of conversion and/or redemption of the special warrants as currently contemplated
by the Special Warrant Agreement.
5. Please refer to the fifth bullet point on page  37.  Supplementally advise us with a view
toward revised disclosure, what constitutes an  impediment to your ability to “maintain”
the offer that is not otherwise covered in th e conditions listed.  As  the filing persons are
aware, all conditions to the offer must be dr afted with sufficient specificity to allow for
objective verification.  Refer ge nerally to Section 14(e) of the Exchange Act.  Please
revise or advise.
 Preliminary Proxy Statement on Schedule 14A filed March 1, 2012

 General

 6. Please fill in all blanks and provide information as of th e most reasonable practicable
date.

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 3

 Questions and Answers About the Offer a nd the Mercer Special Meeting, page 1

 7. In a Question and Answer, please disclose or cross-reference to disc losure that provides a
quantitative and qualitative description of the financing needed to complete the offer,
inclusive of the pro forma impact to Mercer resulting therefrom.

8. Please include a Question and Answer that provides a brief summary of the Special
Warrant Agreement, its relationship to the c onsummation of the offer, and the impact to
Mercer shareholders assuming a trigge ring conversion event were to occur.

Risk Factors , page 25

 “Change of Control provisions…,” page 26

 9. If material, please quantify the approximate ra nge of “unanticipated expenses” associated
with potential change of control payments that  would be owed to Fibrek employees if the
offer is successful.
 Opinion of Raymond James to the Board of Directors of Mercer, page 43

 10. Refer to Item 14(b)(6) and corresponding It em 1015(b)(4) of Regulation M-A.  Please
disclose the total amount of the fee payable and/or paid to Raymond James, inclusive of
contingent amounts owed if the offer is consummated.
 Ownership of Mercer Following the Offer, page 54

 11. Please revise to specify the maximum per centage of share ownership by Fibrek
shareholders assuming the entire 15 million sh ares are issued in connection with the
offer.  Please make corresponding revisions  to analogous disclosure on page 36 under
“Proposal 1”

Closing Comments

As appropriate, please promptly amend your filings in response to these comments.
Please electronically submit a cover letter with yo ur amendment that keys your responses to our
comments.  Detailed cover letters greatly facili tate our review.  Please understand that we may
have additional comments afte r reviewing your amendment and responses to our comments.
  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 material information
to investors.  Since the company and its manage ment are in possession of all facts relating to
their disclosure, they are responsible for the accur acy and adequacy of the disclosures they have
made.
  In connection with responding to our comme nts, please provide, in writing, a statement
from the company acknowledging that:

Mr. H.S. Sangra
Sangra Moller LLP March 8, 2012 Page 4

  the filing persons are responsible for the ad equacy and accuracy of the disclosure in
the filings;
 staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filings; and
 the filing persons may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 sta ff of the Division of Corporati on Finance in our review of your
filings or in response to our comments on your filings.
Please direct any questions to me at ( 202) 551-3757.  You may also contact me via
facsimile at (202) 772-9203.  Please send all corre spondence to us at the following ZIP code:
20549-3628.
Sincerely,
 /s/ Mellissa Campbell Duru  Mellissa Campbell Duru  Special Counsel
Office of Mergers & Acquisitions

cc:  Rod Talaifar, Esq.  Sangra Moller LLP