Registration No. 333-185246

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM T-1

 

 

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939

OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE

 

x	CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION

(Exact name of trustee as specified in its charter)

 

 

 

A National Banking Association		94-1347393
(Jurisdiction of incorporation or organization if not a U.S. national bank)		(I.R.S. Employer Identification No.)
101 North Phillips Avenue
Sioux Falls, South Dakota		57104
(Address of principal executive offices)		(Zip code)

Wells Fargo & Company

Law Department, Trust Section

MAC N9305-175

Sixth Street and Marquette Avenue, 17^th Floor

Minneapolis, Minnesota 55479

(612) 667-4608

(Name, address and telephone number of agent for service)

 

 

MERCER INTERNATIONAL INC.

(Exact name of obligor as specified in its charter)

 

 

 

Washington		47-0956945
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)
Suite 1120, 700 West Pender Street
Vancouver, British Columbia, Canada		V6C 1G8
(Address of principal executive offices)		(Zip code)

 

 

9.5% Senior Notes Due 2017

(Title of the indenture securities)

 

 

 

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Item 1. General Information. Furnish the following information as to the trustee:

 

(a)

Name and address of each examining or supervising authority to which it is subject.

Comptroller of the Currency

Treasury Department

Washington, D.C.

Federal Deposit Insurance Corporation

Washington, D.C.

Federal Reserve Bank of San Francisco

San Francisco, California 94120

 

(b)

Whether it is authorized to exercise corporate trust powers.

The trustee is authorized to exercise corporate trust powers.

Item 2. Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation.

None with respect to the trustee.

No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15. Foreign Trustee.         Not applicable.

Item 16. List of Exhibits.         List below all exhibits filed as a part of this Statement of Eligibility.

 

 

*	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of file number 333-130784-06.

**	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-3 dated January 23, 2013 of file number 333-186155.

***	Incorporated by reference to the exhibit of the same number to the trustee’s Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of file number 333-125274.

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SIGNATURE

Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Los Angeles and State of California on the 19^th day of June 2013.

 

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EXHIBIT 6

June 19, 2013

Securities and Exchange Commission

Washington, D.C. 20549

Gentlemen:

In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.

 

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Consolidated Report of Condition of

Wells Fargo Bank National Association

of 101 North Phillips Avenue, Sioux Falls, SD 57104

And Foreign and Domestic Subsidiaries,

at the close of business March 31, 2013, filed in accordance with 12 U.S.C. §161 for National Banks.

 

						Dollar Amounts In Millions
ASSETS
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin						$	15,281
Interest-bearing balances							108,103
Securities:
Held-to-maturity securities							0
Available-for-sale securities							216,301
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold in domestic offices							29
Securities purchased under agreements to resell							27,158
Loans and lease financing receivables:
Loans and leases held for sale							28,482
Loans and leases, net of unearned income			749,665
LESS: Allowance for loan and lease losses			14,136
Loans and leases, net of unearned income and allowance							735,529
Trading Assets							34,744
Premises and fixed assets (including capitalized leases)							7,625
Other real estate owned							3,238
Investments in unconsolidated subsidiaries and associated companies							599
Direct and indirect investments in real estate ventures							9
Intangible assets
Goodwill							21,545
Other intangible assets							20,074
Other assets							52,903
Total assets						$	1,271,620
LIABILITIES
Deposits:
In domestic offices						$	932,346
Noninterest-bearing			247,585
Interest-bearing			684,761
In foreign offices, Edge and Agreement subsidiaries, and IBFs							68,180
Noninterest-bearing			521
Interest-bearing			67,659
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased in domestic offices							11,474
Securities sold under agreements to repurchase							12,132

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				Dollar Amounts In Millions
Trading liabilities					18,039
Other borrowed money     (includes mortgage indebtedness and obligations under capitalized leases)					40,568
Subordinated notes and debentures					18,347
Other liabilities					32,325
Total liabilities				$	1,133,411
EQUITY CAPITAL
Perpetual preferred stock and related surplus					0
Common stock					519
Surplus (exclude all surplus related to preferred stock)					101,853
Retained earnings					28,197
Accumulated other comprehensive income					6,565
Other equity capital components					0
Total bank equity capital					137,134
Noncontrolling (minority) interests in consolidated subsidiaries					1,075
Total equity capital					138,209
Total liabilities, and equity capital				$	1,271,620

I, Timothy J. Sloan, EVP & CFO of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.

Timothy J. Sloan    

EVP & CFO        

We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

 

John Stumpf					Directors
Carrie Tolstedt
Michael Loughlin