Business Context and Reporting Period
This Form 8-K was filed by GrafTech International Ltd. on August 14, 2015. The report addresses a significant corporate event: the acquisition of a majority of the Company's outstanding common stock by an affiliate of Brookfield Asset Management Inc. ("Brookfield").
Key Financial Metrics
This filing is a current report regarding a change in certifying accountant and does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data for the reporting period.
Material Changes
- Accountant Resignation: PricewaterhouseCoopers LLP ("PwC") resigned as the Company's independent registered public accounting firm effective August 14, 2015.
- Reason for Resignation: The resignation was necessitated by the Brookfield acquisition. PwC determined it could no longer satisfy independence requirements because it had previously provided services to Brookfield that are prohibited for an independent auditor under the Sarbanes-Oxley Act of 2002.
- Audit History: PwC's reports for fiscal years ended December 31, 2014, and 2013 contained no adverse opinions, disclaimers, or qualifications. There were no disagreements with PwC regarding accounting principles, practices, or auditing scope during the two most recent fiscal years or the interim period through August 14, 2015.
Outlook, Risks, and Management Commentary
The Company is currently in the process of selecting a replacement independent registered public accounting firm. No specific financial guidance, outlook, or new risk factors were disclosed in this filing beyond the implications of the ownership change and auditor transition.
Investor Verification Checklist
- Verify the identity of the newly selected independent registered public accounting firm.
- Review the letter from PwC to the SEC (Exhibit 16.1) to confirm their concurrence with the Company's statements regarding the resignation.
- Monitor subsequent filings for the impact of the Brookfield acquisition on the Company's capital structure and future operations.