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Exhibit 107

Calculation of Filing Fee Tables

Form S-3

(Form Type)

Mercer International Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities and Carry Forward Securities

 

                         
    

Security
Type

 

Security

Class Title

  Fee
Calculation
or Carry
Forward Rule
  Amount
Registered 
  Proposed
Maximum 
Offering
Price Per
Unit
  Maximum Aggregate
Offering Price
  Fee Rate   Amount of
Registration
Fee
 

Carry
Forward

Form
Type

 

Carry

Forward

File

Number

 

Carry
Forward
Initial
Effective
Date

  Filing Fee
Previously
Paid in
Connection
with Unsold
Securities
to be
Carried
Forward
 
Newly Registered Securities
                         

Fees to be

Paid

                         
                         

Fees

Previously

Paid

                         
 
Carry Forward Securities
                         

Carry

Forward

Securities

 

Equity

 

Common Stock, $1.00 par value per share

  415(a)(6)            

     
                         
   

Equity

 

Preferred Stock, $1.00 par value per share

  415(a)(6)            

     
                         
   

Other

 

Warrants to purchase Common Stock or Debt Securities 

  415(a)(6)            

     
                         
   

Debt

 

Debt Securities

  415(a)(6)            

     
                         
   

Unallocated (Universal) Shelf

 

Unallocated (Universal) Shelf

  415(a)(6)   (1)   (2)   $750,000,000(2)(3)      

S-3

 

333-234039

 

October 15,

2019

  $97,350(4)
                   
   

Total Offering Amounts 

    $750,000,000(1)(4)   $69,525(3)            
                   
   

Total Fees Previously Paid 

      $97,350(4)            
                   
   

Total Fee Offsets 

                 
                   
   

Net Fee Due 

          $0.00                    

 

(1)

Includes such indeterminate principal amount of debt securities, such indeterminate number of shares of common stock, such indeterminate number of shares of preferred stock, such indeterminate number of warrants to purchase common stock and/or debt securities and such indeterminate amount of any combination of these securities, as will have an aggregate initial offering price not to exceed $750,000,000. The shares of common stock being registered hereunder may be issued separately or upon conversion of debt securities or warrants registered hereby. Pursuant to Rule 416 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), the shares of common stock being registered hereunder also include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions. In no event will the aggregate offering price of all securities issued by the registrant from time to time pursuant to this registration statement exceed $750,000,000. The securities registered by the registrant hereunder may be sold separately or with other securities registered hereunder. Separate consideration may or may not be received for securities that are issuable upon conversion of, or in exchange for, or upon exercise of, convertible or exchangeable securities.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to Instruction 2.A(iii)(b) of Item 16(b) of Form S-3.

(3)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act and the registration fee has been calculated pursuant to Rule 457(o) under the Securities Act on the basis of the proposed maximum aggregate offering price of the securities listed.


(4)

Pursuant to Rule 415(a)(6) under the Securities Act, the securities registered pursuant to this registration statement include $750,000,000 of unsold securities (the “Unsold Securities”) previously registered pursuant to the Registration Statement on Form S-3, Registration No. 333-234039 (the “Prior Registration Statement”), originally filed with the Securities and Exchange Commission on October 1, 2019 and subsequently declared effective on October 15, 2019. The Prior Registration Statement registered securities for primary offerings in accordance with Rule 415(a)(1)(x) with a proposed maximum offering price of $750,000,000. No securities were sold under the Prior Registration Statement. Pursuant to Rule 415(a)(6), the filing fee of $97,350 associated with the offering of the Unsold Securities is hereby applied to offset the amount of filing in connection with the $750,000,000 of securities being registered hereunder. To the extent that, after the filing date hereof and prior to the effectiveness of this registration statement, the registrant sells any Unsold Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this registration statement the updated number of Unsold Securities from the Prior Registration Statement to be included in this registration statement pursuant to Rule 415(a)(6) and the updated amount of new securities to be registered on this registration statement. Pursuant to Rule 415(a)(6), the offering of the Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this registration statement.