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0000931148-20-000154.txt : 20201116

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20201116133324

ACCESSION NUMBER:0000931148-20-000154

CONFORMED SUBMISSION TYPE:8-K

PUBLIC DOCUMENT COUNT:17

CONFORMED PERIOD OF REPORT:20201116

ITEM INFORMATION:Other Events

ITEM INFORMATION:Financial Statements and Exhibits

FILED AS OF DATE:20201116

DATE AS OF CHANGE:20201116

FILER:

COMPANY DATA:

COMPANY CONFORMED NAME:GRAFTECH INTERNATIONAL LTD

CENTRAL INDEX KEY:0000931148

STANDARD INDUSTRIAL CLASSIFICATION:ELECTRICAL INDUSTRIAL APPARATUS [3620]

IRS NUMBER:272496053

FISCAL YEAR END:1231

FILING VALUES:

FORM TYPE:8-K

SEC ACT:1934 Act

SEC FILE NUMBER:001-13888

FILM NUMBER:201315273

BUSINESS ADDRESS:

STREET 1:982 KEYNOTE CIRCLE

CITY:BROOKLYN HEIGHTS

STATE:OH

ZIP:44131

BUSINESS PHONE:2166762000

MAIL ADDRESS:

STREET 1:982 KEYNOTE CIRCLE

CITY:BROOKLYN HEIGHTS

STATE:OH

ZIP:44131

FORMER COMPANY:

FORMER CONFORMED NAME:UCAR INTERNATIONAL INC

DATE OF NAME CHANGE:19941011

8-K

gti-20201116.htm

8-K

gti-20201116

0000931148false00009311482020-11-162020-11-1600009311482020-05-062020-05-06

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):November 16, 2020

GRAFTECH INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)

Delaware1-1388827-2496053

(State or Other

Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)

982 Keynote Circle

Brooklyn Heights, OH 44131

(Address of Principal Executive Offices) (Zip Code)

(216) 676-2000

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading

Symbol(s)Name of each exchange on which registered

Common stock, $0.01 par value per shareEAFNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐

Item 8.01Other Events.

On November 16, 2020, Brookfield BBP (Canada) L.P., Brookfield BBP Canada Holdings Inc. and BPE IV (Non-Cdn) GP LP completed the sale of 8,250,000 shares of the Company’s common stock, $0.01 par value per share (the “Common Stock”), directly to an institutional investor, at a public offering price of $7.05 per share (the “Offering”).

The Offering was made pursuant to (i) an effective Registration Statement on Form S-3 (File No. 333-232190) filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2019, including a related base prospectus dated June 18, 2019, and (ii) a related prospectus supplement dated November 10, 2020 and filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

A copy of the opinion of Jones Day, relating to the validity of the Common Stock in connection with the Offering, is filed with this Current Report on Form 8-K as Exhibit 5.1.

Item 9.01Financial Statements and Exhibits.

(d)Exhibits.

Exhibit

NumberDescription

23.1Consent of Jones Day (included in Exhibit 5.1).

104Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GRAFTECH INTERNATIONAL LTD.

Date:November 16, 2020By:/s/ Quinn J. Coburn

Quinn J. Coburn

Chief Financial Officer, Vice President Finance and Treasurer

EX-5.1

jd51opinionnovember2020.htm

EX-5.1

Document

NORTH POINT • 901 LAKESIDE AVENUE • CLEVELAND, OHIO 44114.1190

TELEPHONE: + 1.216.586.3939 • FACSIMILE: +1.216.579.0212

November 16, 2020

GrafTech International Ltd. 982 Keynote Circle

Brooklyn Heights, Ohio 44131

Re:Registration Statement on Form S-3 Filed by GrafTech International Ltd.

Ladies and Gentlemen:

We are acting as counsel for GrafTech International Ltd., a Delaware corporation (the “Company”), in connection with the offering and sale by the selling stockholders named in the Prospectus Supplement (as defined below) of 8,250,000 shares of common stock, $0.01 par value per share, of the Company (the “Shares”), as contemplated by the Company’s Registration Statement on Form S-3 (File No. 333-232190) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) on June 18, 2019, including a related base prospectus dated June 18, 2019 (the “Base Prospectus”), and a related prospectus supplement dated November 10, 2020 (the “Prospectus Supplement”) and filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended (the “Act”). The Shares are being offered and sold pursuant to Rule 415 under the Act.

In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based upon the foregoing and subject to the further assumptions, qualifications and limitations set forth herein, we are of the opinion that the Shares have been validly issued and are fully paid and non-assessable.

The opinion expressed herein is limited to the General Corporation Law of the State of Delaware, as currently in effect, and we express no opinion as to the effect of any other law of the State of Delaware or the laws of any other jurisdiction.

We hereby consent to the filing of this opinion as Exhibit 5.1 to the Current Report on Form 8-K dated the date hereof filed by the Company and incorporated by reference into the Registration Statement, including the Base Prospectus and the Prospectus Supplement, and to the reference to Jones Day under the caption “Legal Matters” in the Prospectus Supplement constituting a part of the Registration Statement. In giving such consent, we do not hereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the SEC promulgated thereunder.

Very truly yours,

/s/ Jones Day

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