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): December 7, 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 December 7, 2020, GrafTech International Inc. (the “Company”) issued a press release (the “Launch Press Release”), announcing that its indirect, wholly-owned subsidiary, GrafTech Finance Inc. (the “Issuer”), commenced a private offering of $500 million aggregate principal amount of senior secured notes due 2028, subject to market conditions.
On December 8, 2020, the Company issued a press release (the “Pricing Press Release”), announcing the pricing of $500 million aggregate principal amount of the Issuer’s 4.625% Senior Secured Notes due 2028 (the “notes”) in a private offering.
The Issuer intends to use the net proceeds of the notes offering to repay a portion of the secured term loans outstanding under its existing credit agreement and to pay all related fees and expenses.
Copies of the Launch Press Release and the Pricing Press Release are attached as Exhibit 99.1 and Exhibit 99.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer to sell, nor a solicitation of an offer to buy, the notes or any other securities. The notes will not be and have not been registered under the Securities Act of 1933 (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.
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| Item 9.01 | Financial Statements and Exhibits. |
| (d) Exhibits |
| |
| Exhibit | |
| Number | Description |
| |
| 99.1 | |
| 99.2 | |
| 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: | December 8, 2020 | By: | /s/ Quinn J. Coburn |
| | | Quinn J. Coburn |
| | | Chief Financial Officer, Vice President Finance and Treasurer |
