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): July 6, 2015
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) |
|
(I.R.S. Employer
Identification Number) |
Suite 300 Park Center I
6100 Oak Tree Boulevard
Independence, Ohio 44131
(Address of Principal Executive Offices, including Zip Code)
Registrants Telephone Number, including Area Code: 216-676-2000
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 (see General Instruction A.2. below):
¨ |
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)) |
Item 1.01. |
Entry into a Material Definitive Agreement. |
On July 6, 2015 GrafTech International
Ltd. (the Company) entered into an amendment (the Amendment) to its previously disclosed Agreement and Plan of Merger (the Merger Agreement), dated as of May 17, 2015, with BCP IV
GrafTech Holdings LP, a Delaware limited partnership (Parent), and Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent, pursuant to which, among other things, Parent agreed to make a
cash tender offer (the Offer) to purchase any and all of the outstanding shares of the Companys common stock, par value $0.01 per share, at a purchase price of $5.05 per Share in cash. Pursuant to the Amendment, the parties
have agreed to extend the Offer to July 28, 2015, to permit the receipt of certain regulatory approvals and clearances, which are conditions to the consummation of the Offer. The Company expects all approvals and clearances to be received in
due course. However, if all approvals and clearances are not received by July 28, 2015, the expiration of the Offer may be further extended in accordance with the provisions of the Merger Agreement.
Item 9.01. |
Financial Statements and Exhibits. |
|
|
|
2.1 |
|
First Amendment to Agreement and Plan of Merger |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
|
|
|
|
|
|
|
|
|
|
|
GRAFTECH INTERNATIONAL LTD. |
|
|
|
|
Date: July 6, 2015 |
|
|
|
By: |
|
/s/ John D. Moran |
|
|
|
|
John D. Moran |
|
|
|
|
Vice President, General Counsel and Secretary |
EXHIBIT INDEX
|
|
|
2.1 |
|
First Amendment to Agreement and Plan of Merger |
Exhibit 2.1
EXECUTION VERSION
THIS
FIRST AMENDMENT, dated as of July 6, 2015 (this First Amendment), to the AGREEMENT AND PLAN OF MERGER (the Merger Agreement), dated as of May 17, 2015 by and among BCP IV GrafTech Holdings LP, a
Delaware limited partnership (Parent), Athena Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned subsidiary of Parent (Acquisition Sub), and GrafTech International Ltd., a Delaware
corporation (the Company).
WITNESSETH:
WHEREAS, under Section 2.1(d)(i) of the Merger Agreement, the Offer will expire on July 7, 2015, unless the Offer is extended
pursuant to and in accordance with the Merger Agreement;
WHEREAS, Section 2.1(d)(ii)(B) of the Merger Agreement contemplates that,
under certain conditions, Parent will extend the Offer for an additional ten (10) Business Days in order to permit satisfaction of the conditions to the Offer;
WHEREAS, among others, receipt of certain regulatory approvals are a condition to the Offer;
WHEREAS, not all required regulatory approvals have been received;
WHEREAS, Section 9.5 of the Merger Agreement permits amendment of the Merger Agreement by execution of an instrument in writing signed on
behalf of each of Parent, Acquisition Sub and the Company;
WHEREAS, in order to allow for receipt of regulatory approvals, the Parties
desire to extend the Offer on the date hereof, from July 7, 2015 to July 28, 2015 (fifteen (15) Business Days after the July 7th expiration date), without prejudice to any
additional extensions that may be permitted by Section 2.1(d)(ii)(B) of the Merger Agreement; and
WHEREAS, capitalized terms used
herein without definition herein shall have the meanings ascribed thereto in the Merger Agreement.
NOW, THEREFORE, in consideration of
the foregoing premises and the warranties, covenants and agreements set forth herein, as well as other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, and intending to be legally bound
hereby, Parent, Acquisition Sub and the Company hereby agree as follows:
ARTICLE I
AMENDMENTS TO MERGER AGREEMENT
1.1 Amendment to Section 2.1(d)(ii). Section 2.1(d)(ii) of the Merger Agreement is hereby amended:
(a) by deleting clause (B) thereof and replacing it with the following:
(B) in the event that (i) the Minimum Condition is satisfied and any or all of the other conditions to the Offer are
not satisfied or waived (if permitted hereunder) as of expiration of the fifteen (15) Business Day period referred to in clause (D) of this Section 2.1(d)(ii), Parent shall extend the Offer for successive extension periods of ten
(10) Business Days each (or any longer or shorter period as may be approved in advance by the Company) in order to permit the satisfaction of all of the conditions to the Offer or (ii) the Minimum Condition is not satisfied as of
expiration of the fifteen (15) Business Day period referred to in clause (D) of this Section 2.1(d)(ii), Parent may (in its sole discretion) extend the Offer for successive extension periods of up to ten (10) Business Days each
(or any longer period as may be approved in advance by the Company) in order to permit the satisfaction of the Minimum Condition and any other conditions set forth on Annex A that have not then been satisfied or waived (if permitted hereunder);
provided, however, that the foregoing clauses (A) or (B) of this Section 2.1(d)(ii) shall not be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the
terms of Article IX; and
(b) to delete the word and at the end of clause (B);
(c) to delete the period at the end of clause (C) and to add:
; and
(D)
On July 6, 2015, Parent shall extend the Offer for one period of fifteen (15) Business Days, from July 7, 2015 to July 28, 2015.
1.2 Amendment to Section 4.6(b)(ii). Section 4.6(b)(ii) of the Merger Agreement is amended to replace the number
4,193,962 appearing therein with the number 2,226,358.
ARTICLE II
GENERAL PROVISIONS
2.1
No Other Amendment. This Amendment shall apply and be effective only with respect to the provisions of the Merger Agreement specifically referred to herein.
2.2 Governing Law. This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware, regardless
of the laws that might otherwise govern under applicable principles of conflicts of law thereof.
2.3 Counterparts. This Amendment
may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other parties, it being
understood that all parties need not sign the same counterpart.
IN WITNESS WHEREOF, the undersigned have caused this First Amendment to be executed by their
respective duly authorized officers to be effective as of the date first above written.
|
|
|
|
|
|
|
BCP IV GRAFTECH HOLDINGS LP, |
|
|
|
|
|
By: |
|
BPE IV (Non-Cdn) GP LP, |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
|
Brookfield Capital Partners Ltd., |
|
|
|
|
its general partner |
|
|
|
|
|
|
|
|
By: |
|
/s/ David Nowak |
|
|
|
|
David Nowak |
|
|
|
|
Managing Partner |
|
|
|
|
|
|
|
|
By: |
|
/s/ J. Peter Gordon |
|
|
|
|
J. Peter Gordon |
|
|
|
|
Managing Partner |
|
|
|
|
ATHENA ACQUISITION SUBSIDIARY INC.,
a Delaware corporation |
|
|
By: |
|
/s/ David Neiman |
Name: |
|
David Neiman |
Title: |
|
Senior Vice President |
|
GRAFTECH INTERNATIONAL LTD.,
a Delaware corporation |
|
|
By: |
|
/s/ Quinn J. Coburn |
Name: |
|
Quinn J. Coburn |
Title: |
|
VP of Finance, Treasurer and Interim CFO |
Graftech (NYSE:GTI)
Historical Stock Chart
From May 2024 to Jun 2024
Graftech (NYSE:GTI)
Historical Stock Chart
From Jun 2023 to Jun 2024