Business Context and Reporting Period
This Form 8-K, filed on August 12, 2015, by GrafTech International Ltd. (GrafTech), reports the completion of a cash tender offer and the satisfaction of conditions for a merger. The filing details the acquisition of GrafTech by BCP IV GrafTech Holdings LP ("Parent") and its subsidiary, Athena Acquisition Subsidiary Inc. ("Acquisition Sub").
Key Financial Metrics and Transaction Details
- Offer Price: $5.05 per share in cash.
- Shares Tendered: 116,266,327 shares validly tendered and not withdrawn (excluding 3,192,704 shares tendered by notice of guaranteed delivery).
- Ownership Threshold: Combined ownership by Parent, Acquisition Sub, and tendered shares represents approximately 86.4% of outstanding shares plus underlying shares.
- Debt Repayment: GrafTech repaid the entire $200,000,000 aggregate principal amount of its Senior Subordinated Notes due November 30, 2015.
- Financing Sources for Repayment: $150,000 from Preferred Stock issuance to Parent, $40,000,000 borrowed under the Term A Facility, and cash on hand.
Material Changes Versus Prior Period
The filing marks a definitive change in corporate control and capital structure:
- Change in Control: The Merger Condition was satisfied as ownership exceeded 80% of outstanding shares plus underlying shares. Consequently, Acquisition Sub accepted all validly tendered shares for payment on August 14, 2015.
- Merger Execution: Upon consummation, shares not tendered will be converted into the right to receive cash consideration equal to the Offer Price ($5.05). GrafTech will become a wholly-owned subsidiary of Parent.
- Debt Reduction: The company eliminated $200 million in senior subordinated debt prior to the merger closing.
Outlook, Risks, and Management Commentary
The filing confirms that all conditions to acceptance and payment for tendered shares have been satisfied. The transaction proceeds with the merger of Acquisition Sub into GrafTech, with GrafTech continuing as the surviving corporation. No specific forward-looking guidance regarding future revenue or operational performance is provided in this specific filing, as the focus is on the transaction mechanics and debt prepayment.
Important Facts for Investor Verification
- Verify the final closing date of the merger and the exact timing of cash payments to shareholders.
- Confirm the treatment of dissenting shares and shares held by subsidiaries regarding the cash conversion.
- Review the terms of the remaining credit facility (Term A Facility) utilized for the debt prepayment.
- Check subsequent filings for the official delisting of GrafTech common stock from public exchanges.