SEC Company Response from MERCER INTERNATIONAL INC. (MERC) (CIK 0001333274) (MERC) — Mar 17, 2011
MERCER INTERNATIONAL INC. (MERC) (CIK 0001333274)
Date: March 17, 2011 · CIK: 0001333274 · Accession: 0000950123-11-026553
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-172391
Referenced dates: March 16, 2011
Letter
VIA EDGAR AND COURIER SECURITIES AND EXCHANGE COMMISSION Division of Corporation Finance 100F Street, N.E. Washington, D.C. 20549 Attention: Edwin Kim
Dear Sirs/Mesdames:
Re:
Mercer International Inc. (the “Company”)
Registration Statement on Form S-4
Filed February 22, 2011
File No.: 333-172391
We act as counsel for the Company and write in connection with the letter dated March 16, 2011 (the “Comment Letter”) from the Securities and Exchange Commission (the “Commission”) commenting on the Company’s Registration Statement on Form S-4 filed with the Commission on February 22, 2011 (File No.: 333-172391). On behalf of the Company, we provide the following response to your comment. For your ease of reference, we have reproduced the numbering in the Comment Letter and have set out below, in italics, the text of your question followed by the Company’s response thereto.
Form S-4
1)
We note that you are registering $300,000,000 aggregate principal amount of new 9.5% senior notes due 2017 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC No-Action Letter (May 13, 1988). See also Morgan Stanley & Co., SEC No-Action Letter (June 5, 1991) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, please provide us with a supplemental letter stating that you are registering the exchange offer in reliance on our position contained in these letters and include the representations contained in the Morgan Stanley and Shearman & Sterling no-action letters.
Contemporaneously with the submission of this letter, the Company is filing a supplemental letter (the “Supplemental Letter”) stating that the Company is registering $300,000,000 aggregate principal amount of new 9.5% senior notes due 2017 in reliance on the Commission’s position enunciated in the Exxon Capital Holdings Corp., SEC No-Action letter (May 13, 1988). The Supplemental Letter also includes the representations contained in the Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) and the Shearman & Sterling, SEC No-Action Letter (July 2, 1993).
March 17, 2011
Page 2
We trust the foregoing to be in order, but should you have any questions or concerns, please do not hesitate to contact the undersigned at (604) 692-3022 or Andrew Bond of our office at (604) 692-3059.
Yours truly,
SANGRA MOLLER LLP
Per: /s/ H.S. Sangra H.S. Sangra
Per: /s/ Andrew Bond Andrew Bond
Washington State Bar No. 257763
California State Bar No. 39502
District of Columbia Bar No. 994014
HSS/AJB/cl
cc.
Mercer International Inc.
Attention: Jimmy S.H. Lee / David M. Gandossi
David Wright Tremaine LLP
Attention: David Wilson, Esq.
Show Raw Text
CORRESP
1
filename1.htm
Correspondence
H.S. Sangra
5000161
(604) 692-3022
hsangra@sangramoller.com
March 17, 2011
VIA EDGAR AND COURIER
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
100F Street, N.E.
Washington, D.C. 20549
Attention: Edwin Kim
Dear Sirs/Mesdames:
Re:
Mercer International Inc. (the “Company”)
Registration Statement on Form S-4
Filed February 22, 2011
File No.: 333-172391
We act as counsel for the Company and write in connection with the letter dated March 16, 2011 (the “Comment Letter”)
from the Securities and Exchange Commission (the “Commission”) commenting on the Company’s Registration Statement on
Form S-4 filed with the Commission on February 22, 2011 (File No.: 333-172391). On behalf of the Company, we provide
the following response to your comment. For your ease of reference, we have reproduced the numbering in the Comment
Letter and have set out below, in italics, the text of your question followed by the Company’s response thereto.
Form S-4
1)
We note that you are registering $300,000,000 aggregate principal amount of new 9.5% senior
notes due 2017 in reliance on our position enunciated in Exxon Capital Holdings Corp., SEC
No-Action Letter (May 13, 1988). See also Morgan Stanley & Co., SEC No-Action Letter (June 5, 1991)
and Shearman & Sterling, SEC No-Action Letter (July 2, 1993). Accordingly, please provide us with a
supplemental letter stating that you are registering the exchange offer in reliance on our position
contained in these letters and include the representations contained in the Morgan Stanley and
Shearman & Sterling no-action letters.
Contemporaneously with the submission of this letter, the Company is filing a supplemental letter (the “Supplemental
Letter”) stating that the Company is registering $300,000,000 aggregate principal amount of new 9.5% senior notes due
2017 in reliance on the Commission’s position enunciated in the Exxon Capital Holdings Corp., SEC No-Action letter
(May 13, 1988). The Supplemental Letter also includes the representations contained in the Morgan Stanley & Co.
Inc., SEC No-Action Letter (June 5, 1991) and the Shearman & Sterling, SEC No-Action Letter (July 2, 1993).
1
March 17, 2011
Page 2
We trust the foregoing to be in order, but should you have any questions or concerns, please do not hesitate to contact
the undersigned at (604) 692-3022 or Andrew Bond of our office at (604) 692-3059.
Yours truly,
SANGRA MOLLER LLP
Per: /s/ H.S. Sangra
H.S. Sangra
Per: /s/ Andrew Bond
Andrew Bond
Washington State Bar No. 257763
California State Bar No. 39502
District of Columbia Bar No. 994014
HSS/AJB/cl
cc.
Mercer International Inc.
Attention: Jimmy S.H. Lee / David M. Gandossi
David Wright Tremaine LLP
Attention: David Wilson, Esq.
2