Item 8.01 Other Events.
On March 4, 2021, BCP IV GrafTech Holdings LP (the "Selling Stockholder")
completed the sale of 30,000,000 shares of the common stock, $0.01 par value per
share (the "Common Stock"), of GrafTech International Ltd. (the "Company") in an
underwritten public offering at a price of $11.88 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
March 1, 2021 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 March 1, 2021, among the Company,
the Selling Stockholder 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 March 1, 2021, among GrafTech
International Ltd., as issuer, BCP IV GrafTech Holdings LP, as selling
stockholder, 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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