0000899243-15-003375.txt : 20150818 0000899243-15-003375.hdr.sgml : 20150818 20150818143430 ACCESSION NUMBER: 0000899243-15-003375 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20150814 FILED AS OF DATE: 20150818 DATE AS OF CHANGE: 20150818 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 061385548 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 6100 OAK TREE BOULEVARD STREET 2: SUITE 300 PARK CENTER I CITY: INDEPENDENCE STATE: OH ZIP: 44131 BUSINESS PHONE: 2166762000 MAIL ADDRESS: STREET 1: 6100 OAK TREE BOULEVARD STREET 2: SUITE 300 PARK CENTER I CITY: INDEPENDENCE STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Athena Acquisition Subsidiary Inc. CENTRAL INDEX KEY: 0001642982 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 151061048 BUSINESS ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416 363-9491 MAIL ADDRESS: STREET 1: BROOKFIELD PLACE STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV GrafTech Holdings L.P. CENTRAL INDEX KEY: 0001642338 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 151061049 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD CAPITAL PARTNERS LTD. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 212 833-3566 MAIL ADDRESS: STREET 1: C/O BROOKFIELD CAPITAL PARTNERS LTD. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2015-08-14 0 0000931148 GRAFTECH INTERNATIONAL LTD GTI 0001642338 BCP IV GrafTech Holdings L.P. BROOKFIELD PLACE, SUITE 300, 181 BAY STREET TORONTO A6 M5J 2T3 ONTARIO, CANADA 0 0 1 0 0001642982 Athena Acquisition Subsidiary Inc. 2711 CENTERVILLE ROAD, SUITE 400 WILMINGTON DE 19808 0 0 1 0 Common Stock, par value $0.01 per share 2015-08-14 4 P 0 116266327 5.05 A 116266327 I See Footnote Common Stock, par value $0.01 per share 2015-08-17 4 P 0 23602391 5.05 A 139868778 I See Footnote Shares of Common Stock, par value $0.01 per share (the "Shares"), of the Issuer acquired pursuant to the tender offer effected pursuant to the Agreement and Plan of Merger, dated as of May 17, 2015 (the "Merger Agreement"), by and among BCP IV GrafTech Holdings LP ("BCP IV"), Athena Acquisition Subsidiary Inc., a direct wholly owned subsidiary of BCP IV ("Acquisition Sub"), and the Issuer (such tender offer, the "Offer"). Directly held by Acquisition Sub. Acquisition Sub is a direct wholly owned subsidiary of BCP IV. BCP IV may be deemed to have indirect beneficial ownership of the shares held by Acquisition Sub. Reflects all of the outstanding shares of the Issuer not tendered in the Offer, which may be deemed to have been acquired by BCP IV and Acquisition Sub pursuant to the consummation of the transactions contemplated by the Merger Agreement. Acquisition Sub was merged with and into the Issuer, with the Issuer surviving the Merger as a direct wholly owned subsidiary of BCP IV pursuant to a "back-end merger" under Delaware law (the "Merger"). At the effective time of the Merger, all of the Issuer's common stock held by BCP IV and Acquisition Sub was canceled. At the effective time of the Merger, each share of Acquisition Sub was converted into a share of the surviving company's stock, such that following the Merger, BCP IV beneficially owned 100 shares of the surviving company. Pursuant to the Merger Agreement, at the expiration of the Offer, BCP IV transferred its interest in the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock it owned to Acquisition Sub. At the effective time of the Merger, all of the Series A Convertible Preferred Stock and Series B Convertible Preferred Stock held by Acquisition Sub was canceled. Exhibit List: Exhibit 99.1 - Joint Filer Information; Exhibit 99.2 - Joint Filer Signatures See Exhibit 99.2 for signatures 2015-08-18 EX-99.1 2 attachment1.htm EX-99.1 DOCUMENT 
                                          Exhibit 99.1 - Joint Filer Information

Designated Filer: BCP IV GrafTech Holdings LP
Issuer & Ticker Symbol: GrafTech International Ltd. (GTI)
Date of Event Requiring Statement: August 14, 2015

Joint Filers:
1. Name: Athena Acquisition Subsidiary Inc.
Address: 2711 Centerville Road, Suite 400
Wilmington, Delaware 19808
Relationship of Reporting Person to Issuer: 10% Owner
EX-99.2 3 attachment2.htm EX-99.2 DOCUMENT 
                                         Exhibit 99.2 - Joint Filers' Signatures

Designated Filer: BCP IV GrafTech Holdings LP
Issuer & Ticker Symbol: GrafTech International Ltd. (GTI)
Date of Event Requiring Statement: August 14, 2015

              BCP IV GRAFTECH HOLDINGS LP
              By: BPE IV (Non-Cdn) GP LP, its general partner
                     By: Brookfield Capital Partners Ltd., its general partner


                        /s/ David Nowak
                     ----------------------------------
                     By: David Nowak, Managing Partner


                        /s/ J. Peter Gordon
                     --------------------------------------
                     By: J. Peter Gordon, Managing Partner

                     Date: August 18, 2015


              ATHENA ACQUISITION SUBSIDIARY INC.

                        /s/ David Neiman
                     ----------------------------------------
                     By: David Neiman, Senior Vice President

                     Date: August 18, 2015