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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)
| | | | | | | | |
| Delaware | 1-13888 | 27-2496053 |
(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 class | Trading
Symbol(s) | Name of each exchange on which registered |
| Common stock, $0.01 par value per share | EAF | New 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. ☐
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.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| |
| Exhibit | |
| Number | Description |
| |
| 5.1 | |
| 23.1 | Consent of Jones Day (included in Exhibit 5.1). |
| 104 | Cover 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.
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| | GRAFTECH INTERNATIONAL LTD. |
| | |
| | |
| Date: | November 16, 2020 | By: | /s/ Quinn J. Coburn |
| | | Quinn J. Coburn |
| | | Chief Financial Officer, Vice President Finance and Treasurer |
