Share Repurchase Agreement

On December 3, 2019, GrafTech International Ltd. (the “Company”) entered into a share repurchase agreement (the “Share Repurchase Agreement”) with BCP IV GrafTech Holdings LP (the “Selling Stockholder”), the majority stockholder of the Company, to which the Company agreed to concurrently repurchase, directly from the Selling Stockholder, approximately $250 million of the Company’s common stock, par value $0.01 per share (the “Common Stock”). The price per share to be paid by the Company equals the price at which the broker-dealer is purchasing shares from the Selling Stockholder in a secondary block trade to Rule 144 under the Securities Act of 1933, as amended, that launched on December 5, 2019, whereby the Selling Stockholder is selling certain other shares of Common Stock (the “Block Trade”). The Company funded the share repurchase with cash on hand. The closing of the share repurchase was conditioned on the closing of the Block Trade. The Block Trade was not conditioned upon the completion of the share repurchase. The share repurchase and block trade were completed on December 9, 2019.

The share repurchase decreased our stockholers\’ equity and cash by $250 million. On a pro forma basis, had the share repurhase occurred on December 31, 2018, there would have been no impact to our basic or diluted earnings per share for the year ended December 31, 2018. Assuming the same December 31, 2018 share repurchase date, our basic and diluted earnings per share would have increased by $0.14 per share for the nine-months ended September 30, 2019.

The description of the Share Repurchase Agreement in this report is qualified in its entirety by reference to the full text of the Share Repurchase Agreement incorporated by reference as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth under Item 1.01 above regarding the share repurchase is incorporated herein by reference.

Item 8.01 Other Events.

On December 5, 2019 the Company issued a press release announcing the Block Trade and the share repurchase. The Company’s press release is filed herewith as Exhibit 99.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information.

The pro forma financial information set forth under Item 1.01 above regarding the share repurchase is incorporated herein by reference.

(d) Exhibits.

GRAFTECH INTERNATIONAL LTD Exhibit
EX-10.1 2 exh101-sharerepurchaseagre.htm EXHIBIT 10.1 Exhibit Exhibit 10.1SHARE REPURCHASE AGREEMENTTHIS SHARE REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 3,…
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About GRAFTECH INTERNATIONAL LTD. (NYSE:GTI)

GrafTech International Ltd. (GTI) is a manufacturer of graphite electrodes, products essential to the production of electric arc furnace (EAF) steel and other ferrous and nonferrous metals. The Company produces needle coke products, which are the primary raw material needed in the manufacture of graphite electrodes. The Company manufactures carbon, graphite and semi-graphite refractory products, which protect the walls of blast furnaces and submerged arc furnaces. The Company’s operating segments include: Industrial Materials, which include graphite electrodes, refractory products and needle coke products, and Engineered Solutions, which includes advanced graphite materials, advanced composite materials, advanced electronics technologies and advanced materials. The Company has seven product categories: graphite electrodes, refractory products, needle coke products, advanced graphite materials, advanced composite materials, advanced electronics technologies and advanced materials.