| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 31, 2022 (the “Effective Date”), GrafTech Finance Inc., a Delaware corporation (“GrafTech Finance”), GrafTech Luxembourg II S.à r.l., a Luxembourg société à responsabilité limitée, having its registered office at 8-10, Rue Mathias Hardt, L - 1717 Luxembourg and registered with the Luxembourg Trade and Companies Register (Registre de Commerce et des Sociétés) under number B 167199 (“Luxembourg Holdco”), GrafTech Switzwerland SA, a Swiss corporation (“Swissco”, each an indirect, wholly-owned subsidiary of GrafTech International Ltd., a Delaware corporation (the “Company”)) and the Company entered into the Third Amendment (the “Third Amendment”), by and among the Company, GrafTech Finance, Luxembourg Holdco, Swissco, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, as “Administrative Agent”), the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto. The Third Amendment amends that certain Credit Agreement, dated as of February 12, 2018 (as amended by the First Amendment, dated as of June 15, 2018, as further amended by the Second Amendment, dated as of February 17, 2021, and as may be further amended, restated, amended and restated, supplemented or otherwise modified prior to the date thereof, the “Existing Credit Agreement” and, together with the Third Amendment, the “Credit Agreement”), among the Company, GrafTech Finance, Luxembourg Holdco, Swissco, the lenders and issuing banks from time to time party thereto, and JPMorgan, as administrative agent and collateral agent. The Third Amendment amended the Credit Agreement to, among other things, (a) provide incremental revolving commitments under the Credit Agreement in an aggregate amount not to exceed $80,000,000, (b) allow the Applicable Rate (as defined in the Credit Agreement) with respect to any Revolving Loan (as defined in the Credit Agreement) bearing interest at the Alternate Base Rate (as defined in the Credit Agreement) (i) to have an ABR Spread (as defined in the Credit Agreement) (A) decreased from 2.75% to 2.00% (based upon a Senior Secured First Lien Net Leverage Ratio (as defined in the Credit Agreement) of the Company greater than or equal to 1.75 to 1.00), (B) decreased from 2.50% to 1.75% (based upon a Senior Secured First Lien Net Leverage Ratio of the Company greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00) and (C) decreased from 2.25% to 1.50% (based upon a Senior Secured First Lien Net Leverage Ratio of the Company less than 1.25 to 1.00) and (ii) to have an Adjusted Term SOFR Rate (as defined in the Credit Agreement) and an Adjusted EURIBOR Rate (as defined in the Credit Agreement) (A) decreased from 3.75% to 3.00% (based upon a Senior Secured First Lien Net Leverage Ratio of the Company greater than or equal to 1.75 to 1.00), (B) decreased from 3.50% to 2.75% (based upon a Senior Secured First Lien Net Leverage Ratio of the Company greater than or equal to 1.25 to 1.00, but less than 1.75 to 1.00) and (C) decreased from 3.25% to 2.50% (based upon a Senior Secured First Lien Net Leverage Ratio of the Company less than 1.25 to 1.00) and (c) extend the Initial Revolving Maturity Date (as defined in the Credit Agreement) to May 31, 2027.
As of the Effective Date, the total Initial Revolving Commitment (as defined in the Credit Agreement) is $330,000,000.
The foregoing description of the Credit Agreement as amended by the Third Amendment is qualified in its entirety by reference to the full text of the Third Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information set forth above in Item 1.01 is incorporated by reference into this Item 2.03.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number | | Description |
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| 10.1 | | Third Amendment, dated as of May 31, 2022, by and among GrafTech International Ltd., GrafTech Finance Inc., GrafTech Luxembourg II S.à r.l., GrafTech Switzwerland SA, JPMorgan Chase Bank, N.A., as administrative agent, the New Revolving Lenders (as defined therein), the Consenting Revolving Lenders (as defined therein), each of the entities listed as an “Incremental Revolving Lender” on the signature pages thereto and for purposes of Sections 5, 7 and 8 thereof only, each of the entities listed as a “Guarantor” on the signature pages thereto. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
