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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/13/20 Mercer International Inc. 10-K 12/31/19 120:22M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 2.35M
2: EX-4.4 Instrument Defining the Rights of Security Holders HTML 45K
3: EX-10.15 Material Contract HTML 75K
4: EX-21.1 Subsidiaries List HTML 38K
5: EX-23.1 Consent of Experts or Counsel HTML 35K
6: EX-31.1 Certification -- §302 - SOA'02 HTML 42K
7: EX-31.2 Certification -- §302 - SOA'02 HTML 39K
8: EX-32.1 Certification -- §906 - SOA'02 HTML 36K
9: EX-32.2 Certification -- §906 - SOA'02 HTML 38K
92: R1 Document and Entity Information HTML 101K
23: R2 Consolidated Statements of Operations HTML 93K
63: R3 Consolidated Statements of Comprehensive Income HTML 57K
105: R4 Consolidated Statements of Comprehensive Income HTML 38K
(Parenthetical)
93: R5 Consolidated Balance Sheets HTML 124K
24: R6 Consolidated Balance Sheets (Parenthetical) HTML 43K
64: R7 Consolidated Statements of Changes in HTML 90K
Shareholders' Equity
106: R8 Consolidated Statements of Cash Flows HTML 144K
91: R9 The Company And Summary Of Significant Accounting HTML 97K
Policies
28: R10 Acquisitions HTML 108K
41: R11 Accounts Receivable HTML 54K
111: R12 Inventories HTML 58K
71: R13 Property, Plant and Equipment HTML 74K
29: R14 Amortizable Intangible Assets HTML 110K
42: R15 Other Long-Term Assets HTML 53K
112: R16 Accounts Payable and Other HTML 68K
72: R17 Debt HTML 143K
27: R18 Pension and Other Post-Retirement Benefit HTML 546K
Obligations
43: R19 Income Taxes HTML 307K
101: R20 Shareholders' Equity HTML 138K
89: R21 Net Income (Loss) Per Common Share HTML 129K
25: R22 Accumulated Other Comprehensive Loss HTML 94K
65: R23 Related Party Transactions HTML 38K
102: R24 Business Segment Information HTML 432K
90: R25 Financial Instruments and Fair Value Measurement HTML 87K
26: R26 Lease Commitments HTML 283K
66: R27 Commitments and Contingencies HTML 42K
104: R28 The Company And Summary Of Significant Accounting HTML 168K
Policies (Policies)
88: R29 Acquisitions (Tables) HTML 103K
68: R30 Accounts Receivable (Tables) HTML 53K
110: R31 Inventories (Tables) HTML 58K
45: R32 Property, Plant and Equipment (Tables) HTML 71K
31: R33 Amortizable Intangible Assets (Tables) HTML 112K
67: R34 Other Long-Term Assets (Tables) HTML 53K
109: R35 Accounts Payable and Other (Tables) HTML 68K
44: R36 Debt (Tables) HTML 181K
30: R37 Pension And Other Post-Retirement Benefit HTML 542K
Obligations (Tables)
69: R38 Income Taxes (Tables) HTML 307K
107: R39 Shareholders' Equity (Tables) HTML 133K
86: R40 Net Income (Loss) Per Common Share (Tables) HTML 132K
100: R41 Accumulated Other Comprehensive Loss (Tables) HTML 94K
56: R42 Business Segment Information (Tables) HTML 432K
16: R43 Financial Instruments and Fair Value Measurement HTML 83K
(Tables)
85: R44 Lease Commitments (Tables) HTML 288K
99: R45 The Company and Summary of Significant Accounting HTML 56K
Policies - Additional Information (Details)
55: R46 Acquisitions - Additional Information (Details) HTML 75K
15: R47 Acquisitions - Schedule of Allocation of Purchase HTML 74K
Price to Fair Value of Assets Acquired and
Liabilities Assumed - (Details)
87: R48 Acquisitions - Schedule of Allocation of Purchase HTML 47K
Price to Fair Value of Assets Acquired and
Liabilities Assumed (Parenthetical) (Details)
98: R49 Acquisitions - Schedule of Unaudited Proforma HTML 40K
Information (Details)
117: R50 Accounts Receivable - Schedule of Accounts HTML 42K
Receivable (Details)
78: R51 Accounts Receivable - Schedule of Accounts HTML 39K
Receivable (Parenthetical) (Details)
32: R52 Inventories - Components of Inventories (Details) HTML 45K
46: R53 Inventories - Additional Information (Details) HTML 44K
119: R54 Property, Plant and Equipment - Schedule of HTML 58K
Property, Plant and Equipment (Details)
79: R55 Property, Plant and Equipment - Additional HTML 43K
Information (Details)
33: R56 Amortizable Intangible Assets - Schedule of HTML 54K
Amortizable Intangible Assets (Details)
47: R57 Amortizable Intangible Assets - Additional HTML 38K
Information (Details)
120: R58 Amortizable Intangible Assets - Schedule of HTML 46K
Amortization Expense Related to Intangible Assets
(Details)
77: R59 Other Long-Term Assets - Schedule of Other HTML 39K
Long-Term Assets (Details)
19: R60 Accounts Payable and Other - Schedule of Accounts HTML 54K
Payable and Other (Details)
57: R61 Debt - Schedule of Debt (Details) HTML 54K
94: R62 Debt - Schedule of Debt (Parenthetical) (Details) HTML 175K
80: R63 Debt - Principal Maturities of Debt (Details) HTML 55K
22: R64 Debt Redemption Period for Senior Notes (Details) HTML 57K
60: R65 Pension and Other Post-Retirement Benefit HTML 112K
Obligations - Schedule of Net Benefit Costs
(Details)
97: R66 Pension and Other Post-Retirement Benefit HTML 50K
Obligations - Additional Information (Details)
83: R67 Pension and Other Post-Retirement Benefit HTML 53K
Obligations - Estimated Future Benefit Payments
(Details)
17: R68 Pension and Other Post-Retirement Benefit HTML 53K
Obligations - Summary of Key Assumptions (Details)
61: R69 Pension and Other Post-Retirement Benefit HTML 41K
Obligations - Schedule of Assumed Health Care Cost
Trend Rates (Details)
54: R70 Pension and Other Post-Retirement Benefit HTML 68K
Obligations - Schedule of Defined Benefit Pension
Plans' Assets Fair Value Measurements (Details)
37: R71 Pension and Other Post-Retirement Benefit HTML 43K
Obligations - Schedule of Multiemployer Plan
(Details)
76: R72 Income Taxes - Summary of Income (Loss) Before HTML 42K
Provision for Income Taxes By Taxing Jurisdiction
(Details)
116: R73 Income Taxes - Schedule of Provision for Income HTML 48K
Taxes Recognized in Consolidated Statements of
Operations (Details)
51: R74 Income Taxes - Additional Information (Details) HTML 58K
34: R75 Income Taxes - Reconciliation of Effective Tax HTML 72K
Rate (Details)
73: R76 Income Taxes - Deferred Tax Assets and Liabilities HTML 78K
(Details)
113: R77 Income Taxes - Summary of Tax Carryforwards HTML 56K
(Details)
49: R78 Income Taxes - Summary of Changes in Valuation HTML 47K
Allowance (Details)
39: R79 Shareholders' Equity - Summary of Dividends HTML 46K
Declared (Details)
53: R80 Shareholders' Equity - Additional Information HTML 128K
(Details)
36: R81 Shareholders' Equity - Summary of Share Activity - HTML 61K
PSU's (Details)
75: R82 Shareholders' Equity - Summary of Share Activity - HTML 56K
Restricted Shares (Details)
115: R83 Net Income (Loss) Per Common Share - HTML 64K
Reconciliation of Basic and Diluted Net Income
(Loss) Per Share (Details)
52: R84 Net Income (Loss) Per Common Share - HTML 39K
Reconciliation of Basic and Diluted Net Income
(Loss) Per Share (Parenthetical) (Details)
35: R85 Net Income (Loss) Per Common Share - Anti-Dilutive HTML 41K
Instruments Excluded from Calculation of Net
Income (Loss) Per Common Share (Details)
74: R86 Accumulated Other Comprehensive Loss - Schedule of HTML 61K
Change in Accumulated Other Comprehensive Loss by
Components (Details)
114: R87 Related Party Transactions - Additional HTML 52K
Information (Details)
48: R88 Business Segment Information - Additional HTML 61K
Information (Details)
38: R89 Business Segment Information - Schedule of Results HTML 105K
by Segment (Details)
20: R90 Business Segment Information - Schedule of Results HTML 36K
by Segment (Parenthetical) (Details)
58: R91 Business Segment Information - Schedule Of Long HTML 43K
Lived Assets By Geographic Area (Details)
95: R92 Financial Instruments and Fair Value Measurement - HTML 55K
Estimated Fair Values of Outstanding Debt
(Details)
81: R93 Financial Instruments and Fair Value Measurement - HTML 48K
Additional Information (Details)
21: R94 Lease Commitments - Additional Information HTML 66K
(Details)
59: R95 Lease Commitments - Components of Lease Expense HTML 45K
(Details)
96: R96 Lease Commitments - Supplemental Cash Flow HTML 42K
Information Related to Leases (Details)
82: R97 Lease Commitments - Other Information Related To HTML 45K
Leases (Details)
18: R98 Lease Commitments - Supplemental Balance Sheet HTML 63K
Information Related To Leases (Details)
62: R99 Lease Commitments - Schedule of Maturities of HTML 77K
Lease Liabilities (Details)
70: R100 Lease Commitments - Minimum Lease Payments Under HTML 78K
Non-cancellable Finance and Operating Leases
(Details)
108: R101 Commitments and Contingencies - Additional HTML 38K
Information (Details)
40: XML IDEA XML File -- Filing Summary XML 229K
103: XML XBRL Instance -- merc-10k_20191231_htm XML 6.16M
118: EXCEL IDEA Workbook of Financial Reports XLSX 131K
11: EX-101.CAL XBRL Calculations -- merc-20191231_cal XML 308K
12: EX-101.DEF XBRL Definitions -- merc-20191231_def XML 816K
13: EX-101.LAB XBRL Labels -- merc-20191231_lab XML 1.75M
14: EX-101.PRE XBRL Presentations -- merc-20191231_pre XML 1.41M
10: EX-101.SCH XBRL Schema -- merc-20191231 XSD 250K
84: JSON XBRL Instance as JSON Data -- MetaLinks 488± 790K
50: ZIP XBRL Zipped Folder -- 0001564590-20-004625-xbrl Zip 589K
Exhibit 4.4
DESCRIPTION OF THE REGISTRANT'S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Mercer International Inc. (the “Company,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended, being the Company's common stock, par value $1.00 per share (“Common Stock”).
The following is a summary of the terms of our Common Stock. This summary does not purport to be complete, and is subject to, and qualified in its entirety by the full text of our Articles of Incorporation (“Articles”) and our Bylaws, as amended, each of which is incorporated by reference as an exhibit to our Annual Report on Form 10-K. We encourage you to read our Articles, our Bylaws and the applicable provisions of Washington Business Corporation Act (the “Act”), contained within Title 23B of the Revised Code of Washington, for additional information.
Authorized Capital
We are authorized under our Articles to issue up to 200,000,000 shares of Common Stock, $1.00 par value per share and 50,000,000 shares of preferred stock, $1.00 par value per share (“Preferred Stock”), issuable in series. Our Common Stock is listed on the NASDAQ Global Select Market under the trading symbol “MERC”.
Dividend Rights
Holders of our Common Stock are entitled to dividends when, as and if declared by our board of directors from time to time.
Voting Rights
Each share of our Common Stock entitles the holder to one vote at a meeting of our shareholders. Cumulative voting in the election of directors is not permitted.
Liquidation Rights
Upon the liquidation, dissolution or winding up of the Company, the holders of our Common Stock are entitled to participate pro rata in any distribution of the Company's assets (in cash or in kind or partly each) after the payment of all liabilities, subject to the rights of holders of preferred stock.
Other Rights and Preferences
There are no sinking fund or redemption provisions or preemptive, conversion or exchange rights on our Common Stock.
Certain Anti-Takeover Provisions
The Act, our Articles and our Bylaws contain certain provisions that may have an anti-takeover effect and could delay or make more difficult an acquisition of control. These provisions could have the effect of discouraging third parties from making proposals involving an acquisition or change of control of us, even though such a proposal, if made, might be considered desirable by a majority of our stockholders. Set forth below is a description of certain selected provisions contained in the Act, our Articles and our Bylaws that could impede or delay an
acquisition of control of us. This description is intended as a summary only and is subject to, and qualified in its entirety by reference to, the Act, our Articles and our Bylaws.
Washington Law
We are subject to the provisions of Chapter 23B.19 of the Act, which prohibits a Washington corporation, with certain exceptions, from engaging in certain significant business transactions with an “acquiring person” (defined generally as a person or group of persons who beneficially own or acquire 10% or more of our voting securities) for a period of five years following the acquiring person’s share acquisition date. The prohibited transactions include, among others, mergers or consolidations with, disposition of assets to, or issuance or redemption of stock to or from, the acquiring person, or any other receipt by the acquiring person of a disproportionate benefit as a shareholder.
Exceptions to this statutory prohibition include approval of the significant business transaction at a shareholders meeting by holders of not less than two-thirds of the outstanding shares entitled to vote on the transaction, not counting shares as to which the acquiring person has beneficial ownership or voting control, significant business transactions approved by a majority of the members of our board of directors prior to the acquiring person first becoming an acquiring person, or a merger, share exchange, consolidation, liquidation, distribution or certain other significant business transactions entered into with the acquiring person where certain requirements regarding the fairness of the consideration to be received by the shareholders have been met.
We may not exempt ourselves from coverage of this statute. These statutory provisions may have the effect of delaying, deterring or preventing a change in control of us.
Articles of Incorporation and Bylaws
The following provisions of our Articles and Bylaws, among others, may have an anti-takeover effect:
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Preferred Stock. Our board of directors has the authority to issue up to 50,000,000 shares of Preferred Stock, and to fix the rights, preferences, privileges and restrictions, including voting rights, of these shares without any further vote or action by the holders of our Common Stock. |
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Cumulative Voting. Our Articles do not permit cumulative voting for directors. |
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Advance Notice. Shareholders who wish to nominate any person for election as a director of the Company or to propose any business at an annual meeting of our shareholders must comply with requirements and procedures contained in the Bylaws. |
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Special Meetings. Our Bylaws provide that only a majority of the board of directors, the chairman of the board of directors or the chief executive officer of the Company may call a special meeting of the shareholders, except that shareholders holding shares in the aggregate entitled to cast not less than 20% of the votes at that meeting may call a special meeting under certain requirements and procedures contained in the Bylaws. |
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Board Vacancies. Our board of directors may fill any vacancies of the board of directors, including vacancies resulting from a resolution by our board of directors to increase the number of directors. |
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Amendment to Bylaws. The Bylaws may be altered, amended or repealed by either our board of directors or at any meeting by the requisite vote of our shareholders. |
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 2/13/20 | 4, 4/A, 8-K | ||
| For Period end: | 12/31/19 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/15/24 Mercer International Inc. 10-K 12/31/23 132:21M Donnelley … Solutions/FA 2/16/23 Mercer International Inc. 10-K 12/31/22 126:25M Donnelley … Solutions/FA 6/06/22 Mercer International Inc. S-8 6/06/22 4:93K Donnelley … Solutions/FA 2/17/22 Mercer International Inc. 10-K 12/31/21 122:26M ActiveDisclosure/FA 2/16/21 Mercer International Inc. 10-K 12/31/20 124:24M ActiveDisclosure/FA |