GrafTech International Ltd. (NYSE: EAF) (“GrafTech” or the “Company”) announced today the final results of the
previously announced separate offers to exchange (each an
“Exchange Offer” and, together, the
“Exchange Offers”) by GrafTech Finance
Inc. (“GrafTech Finance”) and GrafTech
Global Enterprises Inc. (“GrafTech
Global” and, together with GrafTech Finance, the
“Issuers”), each a subsidiary of the
Company.
In the Exchange Offers, eligible holders had the opportunity to
exchange their outstanding 4.625% senior secured notes due 2028
(the “4.625% Notes”) for new 4.625%
second lien notes due 2029 to be issued by GrafTech Finance (the
“New 4.625%
Notes”) and their 9.875% senior secured notes due 2028 (the
“9.875% Notes” and, together with the
4.625% Notes, the “Existing Notes”)
for new 9.875% second lien notes due 2029 to be issued by GrafTech
Global (the “New 9.875% Notes” and, together with the New 4.625%
Notes, the “New Notes”). The
settlement of the Exchange Offers and Consent Solicitations is
expected to occur today, on December 23, 2024 (the “Settlement Date”), unless extended or terminated
and subject to certain terms and conditions.
The following table describes the final results as of the
expiration of the Exchange Offers at 5:00 pm, New York City time,
on December 20, 2024 in more detail:
Title
Issuer
CUSIP No./ISIN(1)
Aggregate Principal Amount
Tendered and Accepted
Percentage of Outstanding
Notes Validly Tendered
Exchange Consideration
(includes consideration for accompanying Consents delivered
pursuant to the Consent Solicitations)
4.625% Senior Secured Notes due 2028
GrafTech Finance
384311AA4 / US384311AA42 (144A)
U3826GAA5 / USU3826GAA59 (Reg S)
$498,245,000
99.65%
$1,000 principal amount of New 4.625%
Notes
9.875% Senior Secured Notes due 2028
GrafTech Global
38431AAA4 / US38431AAA43 (144A)
U3830AAA2 / USU3830AAA26 (Reg S)
$446,167,000
99.15%
$1,000 principal amount of New 9.875%
Notes
(1)
No representation is made as to the
correctness or accuracy of the CUSIP /ISIN numbers listed in this
press release or printed on the Existing Notes. CUSIPs / ISINs are
provided solely for convenience.
On the Settlement Date, in addition to the Exchange
Consideration noted above, the Issuers will pay in cash accrued and
unpaid interest on the Existing Notes accepted in the Exchange
Offers from the latest interest payment date to, but not including,
the Settlement Date. Interest on the New Notes will accrue from the
date of first issuance of New Notes.
The Company further announces the expiration and completion of
its solicitation of consents (with respect to each series of
Existing Notes, a “Consent
Solicitation” and, collectively, the “Consent Solicitations”), on the terms and subject
to the conditions set forth in a confidential exchange offer
memorandum and consent solicitation statement (the “Offering Memorandum”) from certain eligible
holders of each series of the Existing Notes (the “Existing
Noteholders”) (with respect to each series of Existing Notes, a
“Consent” and, collectively, the
“Consents”) to adopt certain proposed
amendments to the indentures governing the Existing Notes
(collectively, the “Existing Notes
Indentures”) to (i) eliminate substantially all of the
restrictive covenants as well as certain events of default and
related provisions and definitions in the Existing Notes Indentures
and (ii) release all of the collateral securing the Existing Notes.
The Company received the requisite Consents from the Existing
Noteholders to adopt the proposed amendments to the Existing Notes
Indentures, and the Issuers will enter into supplemental indentures
with the trustee to reflect the proposed amendments, which will
become operative upon the Settlement Date. The consummation of each
of the Exchange Offers, the Consent Solicitations and the issuance
of the New Notes on the Settlement Date remains subject to the
satisfaction of the terms and conditions in the Offering
Memorandum. For additional details on the Exchange Offers and the
Consent Solicitations, please refer to the Company’s press release
issued on November 21, 2024.
This press release is neither an offer to purchase nor a
solicitation of an offer to buy any notes in the Exchange
Offers.
The New Notes have not been and will not be registered under the
Securities Act, or any state securities laws and may not be offered
or sold in the United States, except pursuant to an exemption from,
or in a transaction not subject to, the registration requirements
of the Securities Act and applicable state securities laws. There
shall not be any sale of the New Notes in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of such
jurisdiction.
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. The Company has a competitive portfolio of
low-cost, ultra-high power graphite electrode manufacturing
facilities, with some of the highest capacity facilities in the
world. GrafTech is the only large-scale graphite electrode producer
that is substantially vertically integrated into petroleum needle
coke, GrafTech’s key raw material for graphite electrode
manufacturing. This unique position provides GrafTech with
competitive advantages in product quality and cost.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within
the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Forward-looking
statements reflect our current views with respect to, among other
things, the Exchange Offers and the Consent Solicitations. 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,” “forecast,” “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. 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: our ability to complete the Exchange Offers, Consent
Solicitations and other related transactions on the terms
contemplated or at all; our ability to satisfy the required
conditions for the consummation of the Exchange Offers, Consent
Solicitations and other related transactions; our dependence on the
global steel industry generally and the electric arc furnace steel
industry in particular; the cyclical nature of our business and the
selling prices of our products, which may continue to decline in
the future, and may lead to prolonged periods of reduced
profitability and net losses or adversely impact liquidity; the
sensitivity of our business and operating results to economic
conditions, including any recession, and the possibility others may
not be able to fulfill their obligations to us in a timely fashion
or at all; the possibility that we may be unable to implement our
business strategies in an effective manner; the possibility that
global graphite electrode overcapacity may adversely affect
graphite electrode prices; the competitiveness of the graphite
electrode industry; our dependence on the supply of raw materials,
including decant oil and petroleum needle coke, and disruptions in
supply chains for these materials; our primary reliance on one
facility in Monterrey, Mexico for the manufacturing of connecting
pins; the cost of electric power and natural gas, particularly in
Europe; our manufacturing operations are subject to hazards; 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 further 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 a global pandemic, political crises or other
catastrophic events; the risks and uncertainties associated with
litigation, arbitration, and like disputes, including disputes
related to contractual commitments; our dependence on third parties
for certain construction, maintenance, engineering, transportation,
warehousing and logistics services; the possibility that we are
subject to information technology systems failures, cybersecurity
attacks, network disruptions and breaches of data security; 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
sensitivity of long-lived assets on our balance sheet to changes in
the market; our dependence on protecting our intellectual property
and the possibility that third parties may claim that our products
or processes infringe their intellectual property rights; the
impact of inflation and our ability to mitigate the effect on our
costs; the impact of macroeconomic and geopolitical events on our
business, results of operations, financial condition and cash
flows, and the disruptions and inefficiencies in our supply chain
that may occur as a result of such events; 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; past increases in benchmark interest rates and the
fact that any future borrowings may subject us to interest rate
risk; risks and uncertainties associated with our ability to access
the capital and credit markets could adversely affect our results
of operations, cash flows and financial condition; the possibility
that disruptions in the capital and credit markets could adversely
affect our customers and suppliers; the possibility that
restrictive covenants in our financing agreements could restrict or
limit our operations; changes in, or more stringent enforcement of,
health, safety and environmental regulations applicable to our
manufacturing operations and facilities; the possibility that the
cash dividends on our common stock, which are currently suspended,
will remain suspended and we may not pay cash dividends on our
common stock in the future; our ability to continue to meet NYSE
continued listing standards; and the ability to satisfy the
conditions precedent with respect to the new financings.
These factors should not be construed as exhaustive and should
be read in conjunction with the Risk Factors and other cautionary
statements that are included in our most recent Annual Report on
Form 10-K and other filings with the U.S. Securities and Exchange
Commission. The forward-looking statements made in this press
release relate only to events as of the date on which the
statements are made. Except as required by law, we do not undertake
any obligation to publicly update or review any forward-looking
statement, whether as a result of new information, future
developments or otherwise. If one or more of these or other risks
or uncertainties materialize, or if our underlying assumptions
prove to be incorrect, our actual results may vary materially from
what we may have expressed or implied by these forward-looking
statements. We caution that you should not place undue reliance on
any of our forward-looking statements. You should specifically
consider the factors identified in this press release that could
cause actual results to differ before making an investment decision
to purchase our common stock. Furthermore, new risks and
uncertainties arise from time to time, and it is impossible for us
to predict those events or how they may affect us.
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version on businesswire.com: https://www.businesswire.com/news/home/20241220592814/en/
Michael Dillon 216-676-2000 investor.relations@graftech.com
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