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Graftech International Ltd – ‘8-K’ for 2/17/21

On:  Friday, 2/19/21, at 4:38pm ET   ·   For:  2/17/21   ·   Accession #:  1193125-21-49021   ·   File #:  1-13888

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/19/21  Graftech International Ltd        8-K:1,9     2/17/21   11:1.8M                                   Donnelley … Solutions/FA

Current Report   —   Form 8-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     26K 
 2: EX-10.1     Material Contract                                   HTML   1.02M 
 7: R1          Document and Entity Information                     HTML     46K 
 9: XML         IDEA XML File -- Filing Summary                      XML     12K 
 6: XML         XBRL Instance -- d132297d8k_htm                      XML     13K 
 8: EXCEL       IDEA Workbook of Financial Reports                  XLSX      6K 
 4: EX-101.LAB  XBRL Labels -- eaf-20210217_lab                      XML     53K 
 5: EX-101.PRE  XBRL Presentations -- eaf-20210217_pre               XML     34K 
 3: EX-101.SCH  XBRL Schema -- eaf-20210217                          XSD     12K 
10: JSON        XBRL Instance as JSON Data -- MetaLinks               12±    18K 
11: ZIP         XBRL Zipped Folder -- 0001193125-21-049021-xbrl      Zip    239K 

‘8-K’   —   Current Report

This is an HTML Document rendered as filed.  [ Alternative Formats ]

 i GRAFTECH INTERNATIONAL LTD  i false  i 0000931148 0000931148 2021-02-17 2021-02-17





Washington, D.C. 20549



FORM  i 8-K




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  i February 17, 2021






(Exact Name of Registrant as Specified in its Charter)




 i Delaware    i 1-13888    i 27-2496053

(State or Other

Jurisdiction of Incorporation)



File Number)


(IRS Employer

Identification No.)

 i 982 Keynote Circle

 i Brooklyn Heights,  i OH  i 44131

(Address of Principal Executive Offices) (Zip Code)

 i (216)  i 676-2000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)



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:



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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange

on which registered

 i Common stock, $0.01 par value per share    i EAF    i New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company   i 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 1.01

Entry into a Material Definitive Agreement.

On February 17, 2021 (the “Effective Date”), GrafTech International Ltd. (the “Company”) entered into a second amendment (the “Second Amendment”) to its Credit Agreement (defined below) among the Company, GrafTech Finance Inc. a Delaware corporation and an indirect wholly-owned subsidiary of the Company (“GrafTech Finance”), Graftech Luxembourg II s.a.r.l., a Luxembourg société à responsabilité limitée and an indirect wholly-owned subsidiary of the Company (“Luxembourg Holdco”), Graftech Switzwerland SA, a Swiss corporation and an indirect, wholly-owned subsidiary of the Company, JPMorgan Chase Bank, N.A. (“JPMorgan”), as administrative agent (in such capacity, as “Administrative Agent”), and the lenders party thereto. The Second Amendment amends the Credit Agreement, dated as of February 12, 2018 (as amended by the First Amendment dated as of June 15, 2018, and as further amended, supplemented or otherwise modified prior to the date hereof, the “Exisiting Credit Agreement” and together with the Second 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 Second Amendment amended the Credit Agreement to, among other things, (a) decrease the Applicable Rate (as defined in the Credit Agreement) with respect to any Initial Term Loan (as defined in the Credit Agreement) by 0.50% for each pricing level, (b) decrease the interest rate floor for all Initial Term Loans to 0.50%, (c) add certain technical provisions with respect to the impact of European Union bail-in banking legislation on liabilities of certain non-U.S. financial institutions, and (d) add certain technical provisions in connection with future replacement of the LIBO Rate (as defined in the Credit Agreement). As a result of the Second Amendment and the combined effect of the reduction in the interest rate margin and the reduction in the interest rate floor, the interest rate on the Initial Term Loan has been reduced by 1.0% per year.

In connection with the Second Amendment, on February 12, 2021, GrafTech Finance repaid approximately $150 million aggregate principal amount of its Initial Term Loans with cash on hand.

The foregoing description of the Credit Agreement as amended by the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.


Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.




10.1    Second Amendment, dated as of February 17, 2021, by and among the Company, GrafTech Finance, Luxembourg Holdco, Swissco, JPMorgan, as Administrative Agent, and the lenders party thereto.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: February 19, 2021     By:   /s/ Quinn J. Coburn
      Quinn J. Coburn
      Chief Financial Officer, Vice President Finance and Treasurer

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on:2/19/21
For Period end:2/17/21
2/12/215,  SC 13G/A
 List all Filings 

3 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 5/05/21  GrafTech International Ltd.       10-Q        3/31/21   72:6.1M
 3/03/21  Graftech International Ltd        424B7                  1:513K                                   Donnelley … Solutions/FA
 3/01/21  Graftech International Ltd        424B7                  1:511K                                   Donnelley … Solutions/FA
Filing Submission 0001193125-21-049021   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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