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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