0001104659-18-052004.txt : 20180814 0001104659-18-052004.hdr.sgml : 20180814 20180814170148 ACCESSION NUMBER: 0001104659-18-052004 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180813 FILED AS OF DATE: 20180814 DATE AS OF CHANGE: 20180814 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP GP Ltd CENTRAL INDEX KEY: 0001685160 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 181018630 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Brookfield Capital Partners Ltd. CENTRAL INDEX KEY: 0001685158 STATE OF INCORPORATION: A6 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 181018631 BUSINESS ADDRESS: STREET 1: CC/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 BUSINESS PHONE: 4163639491 MAIL ADDRESS: STREET 1: CC/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: BROOKFIELD PLACE, 181 BAY STREET, SUITE CITY: TORONTO STATE: A6 ZIP: M5J2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BPE IV (Non-Cdn) CENTRAL INDEX KEY: 0001738295 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 181018632 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY ST., STE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 416-359-8598 MAIL ADDRESS: STREET 1: C/O BROOKFIELD ASSET MANAGEMENT INC. STREET 2: 181 BAY ST., STE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP IV GrafTech Holdings L.P. CENTRAL INDEX KEY: 0001642338 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13888 FILM NUMBER: 181018633 BUSINESS ADDRESS: STREET 1: C/O BROOKFIELD CAPITAL PARTNERS LTD. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 BUSINESS PHONE: 212 833-3566 MAIL ADDRESS: STREET 1: C/O BROOKFIELD CAPITAL PARTNERS LTD. STREET 2: 181 BAY STREET, SUITE 300 CITY: TORONTO STATE: A6 ZIP: M5J 2T3 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD CENTRAL INDEX KEY: 0000931148 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620] IRS NUMBER: 272496053 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 982 KEYNOTE CIRCLE CITY: BROOKLYN HEIGHTS STATE: OH ZIP: 44131 BUSINESS PHONE: 2166762000 MAIL ADDRESS: STREET 1: 982 KEYNOTE CIRCLE CITY: BROOKLYN HEIGHTS STATE: OH ZIP: 44131 FORMER COMPANY: FORMER CONFORMED NAME: UCAR INTERNATIONAL INC DATE OF NAME CHANGE: 19941011 4 1 a4.xml 4 X0306 4 2018-08-13 0 0000931148 GRAFTECH INTERNATIONAL LTD EAF 0001685160 BCP GP Ltd C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 0 See Remarks 0001685158 Brookfield Capital Partners Ltd. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 0 0001738295 BPE IV (Non-Cdn) C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 0 0001642338 BCP IV GrafTech Holdings L.P. C/O BROOKFIELD ASSET MANAGEMENT INC. 181 BAY ST, STE. 300 TORONTO A6 M5J2T3 ONTARIO, CANADA 1 0 1 0 Common Stock 2018-08-13 4 S 0 23000000 20.00 D 241128398 I See Explanation of Responses Common Stock 2018-08-13 4 S 0 11688311 19.25 D 229440087 I See Explanation of Responses Common Stock held directly by BCP IV GrafTech Holdings LP ("BCP IV"), a Delaware limited partnership. On August 13, 2018, BCP IV sold 23,000,000 shares of Common Stock in an underwritten public secondary offering (the "Offering"). On August 13, 2018, GrafTech International Ltd. ("Issuer") repurchased, directly from BCP IV, 11,688,311 shares of Common Stock. The price per share paid by the Issuer is equal to the price paid by the underwriters in the Offering, net of underwriting commissions and discounts. Each of the Reporting Persons, as an indirect parent of BCP IV, may be deemed to have an indirect pecuniary interest in an indeterminate portion of the shares of Common Stock that are directly beneficially owned by BCP IV. In accordance with Instruction 4(b)(iv), the entire amount of the Common Stock held by BCP IV is reported herein. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that is beneficially owned by BCP IV, except to the extent of any indirect pecuniary interest therein. Ron A. Bloom, Jeffrey C. Dutton and Denis A. Turcotte, Managing Partners of Brookfield Asset Management Inc., a corporation formed under the laws of the Province of Ontario, serve on the board of directors of the Issuer as representatives of BCP IV and certain of its affiliates, including the Reporting Persons. Each of Messrs. Bloom, Turcotte and Dutton disclaim beneficial ownership of all the securities that are or may be beneficially owned by BCP IV or any of its affiliates. Each of the Reporting Persons may be deemed a "director by deputization" by virtue of BCP IV's contractual right to appoint directors to the board of directors of the Issuer. /s/ AJ Silber, as Vice President of BCP GP LTD 2018-08-14 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd. 2018-08-14 /s/ AJ Silber, as Officer of BPE IV (Non-Cdn) GP LP, general partner of BCP IV GrafTech Holdings L.P. 2018-08-14 /s/ AJ Silber, as Officer of Brookfield Capital Partners Ltd., general partner of BPE IV (Non-Cdn) GP LP 2018-08-14