GrafTech Announces Secondary Offering of Common Stock by Existing Stockholder
15 January 2021 - 8:43AM
Business Wire
GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the
“Company”) today announced that an affiliate of Brookfield Asset
Management Inc. and Brookfield Business Partners LP, members of the
Brookfield consortium that has a majority ownership interest in
GrafTech, intends, subject to market conditions, to offer
20,000,000 shares of GrafTech common stock in an underwritten
secondary offering. The selling stockholder will receive all of the
net proceeds from the offering. GrafTech is not offering any shares
of common stock in the offering.
Morgan Stanley & Co. LLC is acting as the sole underwriter
for the offering.
The offering is being made pursuant to an effective shelf
registration statement (including a prospectus) (File No.
333-232190) and a preliminary prospectus supplement relating to the
offering to be filed by GrafTech with the Securities and Exchange
Commission (“SEC”) to which this communication relates. Before you
invest, you should read the prospectus included in that
registration statement, the preliminary prospectus supplement and
the other documents GrafTech has filed with the SEC and
incorporated by reference into that registration statement for more
complete information about GrafTech, its common stock and the
offering. You may obtain a copy of the preliminary prospectus
supplement, the prospectus included in the registration statement
and the documents incorporated by reference therein, when
available, for free by visiting EDGAR on the SEC website at
www.sec.gov. Copies of the preliminary prospectus supplement for
this offering may also be obtained, when available, by contacting
Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014.
This press release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of these securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
state or jurisdiction. The offering of the common stock will be
made only by means of the prospectus and related prospectus
supplement.
About GrafTech
GrafTech International Ltd. is a leading manufacturer of
high-quality graphite electrode products essential to the
production of electric arc furnace steel and other ferrous and
non-ferrous metals.
Special note regarding Forward-Looking Statements
This press release and related discussions may contain
forward-looking statements that reflect our current views with
respect to, among other things, future events and financial
performance. You can identify these forward-looking statements by
the use of forward-looking words such as “will,” “may,” “plan,”
“estimate,” “project,” “believe,” “anticipate,” “expect,”
“foresee”, “intend,” “should,” “would,” “could,” “target,” “goal,”
“continue to,” “positioned to,” “are confident” or the negative
versions of those words or other comparable words. Any
forward-looking statements contained in this press release are
based upon our historical performance and on our current plans,
estimates and expectations considering information currently
available to us. The inclusion of this forward-looking information
should not be regarded as a representation by us that the future
plans, estimates, or expectations contemplated by us will be
achieved. Our expectations and targets are not predictions of
actual performance and historically our performance has deviated,
often significantly, from our expectations and targets. These
forward-looking statements are subject to various risks and
uncertainties and assumptions relating to our operations, financial
results, financial condition, business, prospects, growth strategy
and liquidity. Accordingly, there are or will be important factors
that could cause our actual results to differ materially from those
indicated in these statements. We believe that these factors
include, but are not limited to: the finalization of our financial
statements as of and for the year ended December 31, 2020, which
may differ from our current expectations and any preliminary
estimated financial information provided; the ultimate impact that
the COVID-19 pandemic has on our business, results of operations,
financial condition and cash flows; the cyclical nature of our
business and the selling prices of our products may lead to periods
of reduced profitability and net losses in the future; the
possibility that we may be unable to implement our business
strategies, including our ability to secure and maintain
longer-term customer contracts, in an effective manner; the risks
and uncertainties associated with litigation, arbitration, and like
disputes, including the recently filed stockholder litigation and
disputes related to contractual commitments; the possibility that
global graphite electrode overcapacity may adversely affect
graphite electrode prices; pricing for graphite electrodes has
historically been cyclical and the price of graphite electrodes may
continue to decline in the future; the sensitivity of our business
and operating results to economic conditions and the possibility
others may not be able to fulfill their obligations to us in a
timely fashion or at all; our dependence on the global steel
industry generally and the electric arc furnace steel industry in
particular; the competitiveness of the graphite electrode industry;
our dependence on the supply of petroleum needle coke; our
dependence on supplies of raw materials (in addition to petroleum
needle coke) and energy; the possibility that our manufacturing
operations are subject to hazards; changes in, or more stringent
enforcement of, health, safety and environmental regulations
applicable to our manufacturing operations and facilities; the
legal, compliance, economic, social and political risks associated
with our substantial operations in multiple countries; the
possibility that fluctuation of foreign currency exchange rates
could materially harm our financial results; the possibility that
our results of operations could deteriorate if our manufacturing
operations were substantially disrupted for an extended period,
including as a result of equipment failure, climate change,
regulatory issues, natural disasters, public health crises, such as
the COVID-19 pandemic, political crises or other catastrophic
events; our dependence on third parties for certain construction,
maintenance, engineering, transportation, warehousing and logistics
services; the possibility that we are unable to recruit or retain
key management and plant operating personnel or successfully
negotiate with the representatives of our employees, including
labor unions; the possibility that we may divest or acquire
businesses, which could require significant management attention or
disrupt our business; the sensitivity of goodwill on our balance
sheet to changes in the market; the possibility that we are subject
to information technology systems failures, cybersecurity attacks,
network disruptions and breaches of data security; our dependence
on protecting our intellectual property; the possibility that third
parties may claim that our products or processes infringe their
intellectual property rights; the possibility that significant
changes in our jurisdictional earnings mix or in the tax laws of
those jurisdictions could adversely affect our business; the
possibility that our indebtedness could limit our financial and
operating activities or that our cash flows may not be sufficient
to service our indebtedness; the possibility that restrictive
covenants in our financing agreements could restrict or limit our
operations; the fact that borrowings under certain of our existing
financing agreements subjects us to interest rate risk; the
possibility of a lowering or withdrawal of the ratings assigned to
our debt; the possibility that disruptions in the capital and
credit markets could adversely affect our results of operations,
cash flows and financial condition, or those of our customers and
suppliers; the possibility that highly concentrated ownership of
our common stock may prevent minority stockholders from influencing
significant corporate decisions; the possibility that we may not
pay cash dividends on our common stock in the future; the fact that
certain of our stockholders have the right to engage or invest in
the same or similar businesses as us; the possibility that the
market price of our common stock could be negatively affected by
sales of substantial amounts of our common stock in the public
markets, including by Brookfield Asset Management Inc. and its
affiliates; the fact that certain provisions of our Amended and
Restated Certificate of Incorporation and our Amended and Restated
By-Laws could hinder, delay or prevent a change of control; the
fact that the Court of Chancery of the State of Delaware will be
the exclusive forum for substantially all disputes between us and
our stockholders; and the potential loss of our status as a
“controlled company” within the meaning of the New York Stock
Exchange corporate governance standards as a result of sales of our
common stock by affiliates of Brookfield Asset Management Inc. in
this offering or otherwise, in which case we would no longer
qualify for exemptions from certain corporate governance
requirements.
These factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements,
including the Risk Factors sections included in our most recent
Annual Report on Form 10-K, our Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2020, June 30, 2020 and
September 30, 2020, and other filings with the SEC. The
forward-looking statements made in this press release relate only
to events as of the date on which the statements are made. We do
not undertake any obligation to publicly update or review any
forward-looking statement, except as required by law, whether as a
result of new information, future developments or otherwise.
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version on businesswire.com: https://www.businesswire.com/news/home/20210114006015/en/
Wendy Watson 216-676-2000
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