SEC Division of Corporation Finance no-action letter: Mercer International Inc.

Barristers & Solicitors
1000 Cathedral Place Securities Act of 1933
Forms S-3, S-4 and S-8; Rules 925 West Georgia S1~et Vancouver, British Columbia 144(c) and 144(e); Sections Canada V6C 3L2 2(a)(3), 3(a)(9) and 4(3) Telephone. (604) 662-8805 Securities Exchmge Act of1 934 Facsimile: (604)660-8803 Schedules 13D, 13G and 14A; Trust Indenture Act u;u~v.sangramolle~~.carn

VIA COURIER & EMAIL
SECURITIES AND EXCHANGE COMMISSION
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Dear SirsMesdames:
Re: Mercer International Inc.
We are writing on behalf of Mercer International Inc., a Massachusetts trust organized under the laws of the State of Washington ("Mercer"), and Mercer International Regco Inc., a corporation organized under the laws of the State of Washington ("Mercer-WA") and a wholly-owned subsidiary of Mercer. Mercer, through its subsidiaries, operates in the pulp and paper segment. Mercer proposes to change its legal form from that of a Massachusetts trust to a corporation organized under the laws of the State of Washington pursuant to an Agreement and Plan of Merger (the "Merger Agreement"), among Mercer, Mercer-WA, and Mercer Delaware Inc. ("Mercer-DEW), aDelaware corporation and a wholly-owned subsidiary of Mercer-WA. To effect this change in legal form, Mercer will initially be reincorporated under the laws of the State of Delaware (the "Delaware Reincorporation") through the merger of Mercer with and into Mercer-DE, with Mercer-DE being the surviving corporation of such merger. Upon consummation of the Delaware Reincorporation, Mercer-DE will continue to be a wholly-owned subsidiary of Mercer-WA. Immediately thereafter, Mercer-DE will be reincorporated under the laws of the State of Washington (the "Washington Reincorporation"), through the merger of Mercer-DE with and into Mercer-WA, with Mercer-WA being the surviving corporation of such merger. The Delaware Reincorporation and Washington Reincorporation are collectively referred to as the "Conversion". As a result of the Conversion, Mercer-WA will succeed to all of the assets and liabilities of Mercer and will continue to conduct the business now conducted by Mercer and its subsidiaries. Attached hereto as Appendix "A" is a chart which sets forth Mercer's current structure, the transitory corporate structure that will result from the consummation of the Delaware Reincorporation and the final corporate structure that will result from the consummation of the Washington Reincorporation and the completion of the Conversion.