Item 8.01 Other Events.

On December 17, 2020, BCP IV GrafTech Holdings LP, Brookfield BBP (Canada) L.P., Brookfield BBP Canada Holdings Inc. and BPE IV (Non-Cdn) GP LP (the "Selling Stockholders") completed the sale of 8,500,000 shares of the common stock, $0.01 par value per share (the "Common Stock"), of GrafTech International Ltd. (the "Company") in an underwritten public secondary offering at a price to the public of $9.15 per share (the "Offering").

The Offering was made pursuant to (i) an effective Registration Statement on Form S-3 (File No. 333-232190) filed by the Company 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 December 14, 2020 and filed by the Company with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933, as amended.

A copy of the Underwriting Agreement, dated December 14, 2020, among the Company, the Selling Stockholders and Morgan Stanley & Co. LLC, as underwriter, is filed with this Current Report on Form 8-K as Exhibit 1.1.

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 9.01 Financial Statements and Exhibits.




(d)  Exhibits.



Exhibit
Number                                    Description

 1.1           Underwriting Agreement, dated December 14, 2020, among GrafTech
             International Ltd., as issuer, BCP IV GrafTech Holdings LP, Brookfield
             BBP (Canada) L.P., Brookfield BBP Canada Holdings Inc. and BPE IV
             (Non-Cdn) GP LP, as selling stockholders, and Morgan Stanley & Co,
             LLC, as underwriter.

 5.1           Opinion of Jones Day.

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

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

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