0001080368-24-000006.txt : 20240212
0001080368-24-000006.hdr.sgml : 20240212
20240212171459
ACCESSION NUMBER: 0001080368-24-000006
CONFORMED SUBMISSION TYPE: SCHEDULE 13D
PUBLIC DOCUMENT COUNT: 2
FILED AS OF DATE: 20240212
DATE AS OF CHANGE: 20240212
SUBJECT COMPANY:
COMPANY DATA:
COMPANY CONFORMED NAME: GRAFTECH INTERNATIONAL LTD
CENTRAL INDEX KEY: 0000931148
STANDARD INDUSTRIAL CLASSIFICATION: ELECTRICAL INDUSTRIAL APPARATUS [3620]
ORGANIZATION NAME: 04 Manufacturing
IRS NUMBER: 272496053
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: SCHEDULE 13D
SEC ACT: 1934 Act
SEC FILE NUMBER: 005-45707
FILM NUMBER: 24621252
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
FILED BY:
COMPANY DATA:
COMPANY CONFORMED NAME: Undavia Nilesh
CENTRAL INDEX KEY: 0001944761
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: SCHEDULE 13D
MAIL ADDRESS:
STREET 1: 155 E BOCA RATON RD UNIT 416
CITY: BOCA RATON
STATE: FL
ZIP: 33432
SCHEDULE 13D
1
primary_doc.xml
SCHEDULE 13D
0001944761
XXXXXXXX
LIVE
Common Stock, $0.01 par value per share
02/02/2024
false
0000931148
384313508
GRAFTECH INTERNATIONAL LTD
982 KEYNOTE CIRCLE
BROOKLYN HEIGHTS
OH
44131
Nilesh Undavia
6177638191
155 E Boca Raton Road
Unit 416
Boca Raton
FL
33432
0001944761
N
Nilesh Undavia
a
PF
N
X1
10192976.00
4545275.00
10192976.00
4545275.00
14738251.00
N
5.7
IN
SSN: ###-##-####
Y
Liliana Undavia
a
PF
N
X1
1590000.00
13148251.00
1590000.00
13148251.00
14738251.00
N
5.7
IN
SSN: ###-##-####
Y
Kanta Undavia
a
PF
N
K7
0.00
14738251.00
0.00
14738251.00
14738251.00
N
5.7
IN
SSN: ###-##-####
Y
The Nilesh P Undavia 2018 u/a Dated 10/25/2018
a
OO
N
FL
2677175.00
12061076.00
2677175.00
12061076.00
14738251.00
N
5.7
OO
Y
The Liliana Arsenio-Undavia 2018 Trust u/a Dated 10/25/2018
a
OO
N
FL
162600.00
14575651.00
162600.00
14575651.00
14738251.00
N
5.7
OO
Y
The Nilesh Undavia Irrevocable Family Trust #1
a
OO
N
FL
1500000.00
13238251.00
1500000.00
13238251.00
14738251.00
N
5.7
OO
Tax ID: 87-6649173
Y
The Liliana Undavia Irrevocable Family Trust #1
a
OO
N
FL
1500050.00
13238201.00
1500050.00
13238201.00
14738251.00
N
5.7
OO
Tax ID: 87-6649280
Y
The Sophia Undavia Irrevocable Trust
a
OO
N
FL
30000.00
14708251.00
30000.00
14708251.00
14738251.00
N
5.7
OO
Tax ID: 87-6656323
Y
The Kanta Undavia Revocable Trust
a
OO
N
FL
115500.00
14622751.00
115500.00
14622751.00
14738251.00
N
5.7
OO
Y
The Jai Undavia Irrevocable Trust
a
OO
N
FL
30000.00
14708251.00
30000.00
14708251.00
14738251.00
N
5.7
OO
Tax ID: 87-6665423
Y
The Julia Undavia Irrevocable Trust
a
OO
N
FL
30000.00
14708251.00
30000.00
14708251.00
14738251.00
N
5.7
OO
Tax ID: 87-6655127
Common Stock, $0.01 par value per share
GRAFTECH INTERNATIONAL LTD
982 KEYNOTE CIRCLE
BROOKLYN HEIGHTS
OH
44131
This statement is being filed by (i) The Nilesh P Undavia 2018 Trust u/a Dated 10/25/2018 (the NPU Trust); (ii) The Liliana Arsenio-Undavia 2018 Trust u/a Dated 10/25/2018 (the LAU Trust); (iii) The Nilesh Undavia Irrevocable Family Trust #1 (the NU Irrev Trust); (iv) The Liliana Undavia Irrevocable Family Trust#1 (the LU Irrev Trust); (v) The Kanta Undavia Revocable Trust (the Kanta Trust); (vi) The Sophia Undavia Irrevocable Trust (the Sophia Trust); (vii) The Jai Undavia Irrevocable Trust (the Jai Trust); (viii) The Julia Undavia Irrevocable Trust (the Julia Trust); (ix) Nilesh Undavia; (x) Liliana Undavia; and (xi) Kanta Undavia. The foregoing persons are hereinafter referred to collectively as the Reporting Persons. The foregoing trusts are hereinafter referred to collectively as the Trusts. Nilesh Undavia, Liliana Undavia, and Kanta Undavia are hereinafter referred to collectively as the Undavias.
The business addresses of each the Reporting Persons is 155 E Boca Raton Road, Unit 416, Boca Raton, Florida 33432.
The principal business of each of the Reporting Persons that is a trust is to administer the assets of the trust for the benefit of the beneficiaries thereof. Nilesh Undavia, Liliana Undavia, and Kanta Undavia are private investors.
During the last 5 years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the last 5 years, none of the Reporting Persons has been party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person or entity was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
Nilesh Undavia is a citizen of the United States; Liliana Undavia is a citizen of the United States and Portugal; and Kanta Undavia is a citizen of India.
Personal funds of the Undavias, contributed to the Trusts and to investment retirement accounts, were used to purchase the shares of Common Stock referred to in this Schedule 13D. The total amount of the funds used to make the purchases described in Item 5 was $38,922,437.
The filers of this 13D include Nilesh Undavia ("Mr. Undavia"). Mr. Undavia has more than 25 years of investing experience. Mr. Undavia has a particular expertise investing in cyclical companies and industries. Over the course of his investing career, Mr. Undavia has worked cooperatively and collaboratively with a large number of incumbent boards of directors. He has rarely had anything negative to say about an incumbent board of directors.
Mr. Undavia performed very extensive research on the Issuer. This research involved reviewing and analyzing all shareholder communication from the Issuer's management, and conferring with experts who know the steel industry, and the Issuer's end customers. Mr. Undavia concluded that the Issuer enjoys a highly advantaged long-term market position in a relatively consolidated industry. The Issuer is among the lowest cost producers of graphite electrodes, and with a suitable board of directors, the Issuer is likely to gain market share and be highly profitable over the long term.
Mr. Undavia's confidence in his research was so great that Mr. Undavia, together with the other Reporting Persons, invested a substantial sum of his family's personal capital in the Issuer's Common Stock. This investment is very meaningful to Mr. Undavia and his family, and represents one of the largest allocations of their personal funds ever made. Mr. Undavia reserves the right to adjust his position in GrafTech based on investment merit.
In the course of his deep and extensive research, Mr. Undavia was made aware of what appear to be a number of very serious errors made by the incumbent board of directors (the "Board"). Mr. Undavia was informed that the incumbent Board is engaged in a search process for a new permanent CEO.
In light of what appear to be multiple very serious errors made by the incumbent Board, Mr. Undavia concluded that the incumbent Board was likely to make an additional serious error in their choice of CEO. Such an error might be catastrophic for shareholders.
Mr. Undavia approached the incumbent Board with a humble, soft-spoken approach, seeking friendly collaboration with the incumbent Board in the selection of a new CEO. In order to serve the interests of all shareholders, Mr. Undavia sought only one Board seat for the Reporting Persons.
Mr. Undavia's request for only one Board seat was rejected by the incumbent Board. The manner in which the incumbent Board did this suggests that the incumbent Board may be entrenching itself. It suggests that the incumbent Board may be less interested in serving shareholders and more interested in the Board's own high fees.
Mr. Undavia attempted to further engage with the incumbent Board but his requests for constructive dialogue were mostly rejected or ignored.
This set of events has convinced Mr. Undavia that the problems of the incumbent Board are much deeper than Mr. Undavia originally thought. Mr. Undavia has therefore concluded that only the addition of two new members to the Board will suffice to guarantee that the Board selects an appropriate CEO.
Mr. Undavia identified a number of excellent candidates for the Board. However, in the course of his communication, he learned that one of the Board members resigned on January 26, and the Board shrunk its size from 8 to 7 members. Thus, the Reporting Persons can nominate a maximum of two members to the Board. Mr. Undavia has officially requested that the incumbent Board allow the Reporting Persons to list two of his candidates on the Universal Proxy that will be distributed for the annual meeting of shareholders.
Mr. Undavia believes that when shareholders are able to review the qualifications of the two candidates selected by Mr. Undavia, shareholders will conclude that Mr. Undavia's two candidates should be elected to the Board to increase the chances of a positive outcome for all shareholders.
The Reporting Persons' two candidates are committed to implementing the best practices of Corporate Governance.
Should the incumbent Board decide to thwart the Reporting Persons' ability to list two candidates on the Universal Proxy, Mr. Undavia intends to seriously consider running a "denial of quorum" campaign. Mr. Undavia notes that such campaigns have been successful in demonstrating to incumbent Boards the shareholder desire for change, and in the past led to incumbent Boards finding themselves unable to reach quorum over the course of multiple attempts, and then entering into settlement agreements with dissident shareholders.
For a variety of reasons, Mr. Undavia intends to communicate with shareholders, potential shareholders, journalists, industry analysts and other interested parties directly and through his attorney Cornish F. Hitchcock. Interested parties can contact Mr. Hitchcock at 202-489-4813
Mr. Undavia is at this time writing a preliminary proxy statement which will be submitted to the SEC. In addition, My Undavia states:
a) The Reporting Person may acquire shares in the issuer.
b) The Reporting Person is not contemplating any corporate transaction such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries.
c) The Reporting Person is not contemplating a sale or transfer of a material amount of assets of the issuer or any of its subsidiaries.
d) The Reporting Person aims to fill a position on the issuer's board of directors which is up for election in the 2024 Annual Meeting.
e) The Reporting person is not contemplating a change in present capitalization or dividend policy of the issuer.
f) The Reporting Person is not contemplating a material change in the issuer's business or corporate structure
g) The Reporting Person is not contemplating changes in the issuer's charter, bylaws corresponding thereto to or other actions which may impede the acquisition of control of the issuer by any person.
h) The Reporting Person is not contemplating causing the issuer's common stock to be delisted.
i) The Reporting Person is not contemplating the issuer's common stock becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities and Exchange Act of 1934.
j) The Reporting Person is not contemplating any additional action similar to those enumerated above.
As of the date of this filing, the Reporting Persons beneficially own 14,738,251 shares (the "Shares"), or approximately 5.74%, of the outstanding Common Stock of the Issuer (calculated based on information included in the Quarterly Report on Form 10-Q filed by the Issuer on November 3, 2023 for the quarter ended September 30, 2023, which reported that 256,807,900 shares of Common Stock were outstanding as of October 27, 2023). The Reporting Persons also may be deemed to be members of a "group" (within the meaning of SEC Rule 13d-5) by virtue of their verbal agreement to vote, hold, or sell of the Shares in the same manner and to act in concert with respect to the proposals brought to the Board by Mr. Undavia as set forth in Item 4 and as brought forth by Mr. Undavia from time to time.
Nilesh Undavia is the record holder of 8,692,926 Shares through two individual retirement accounts (the "IRAs"). Nilesh Undavia is the sole trustee of the LU Irrev Trust. Accordingly, Nilesh Undavia may be deemed to hold sole voting and dispositive power with respect to the 10,192,976 Shares held by him through the IRAs and the LU Irrev Trust.
Liliana Undavia is the sole trustee of the NU Irrev Trust, the Sophia Trust, the Jai Trust, and the Julia Trust. Accordingly, Liliana Undavia may be deemed to hold sole voting and dispositive power with respect to the 1,590,000 Shares held by the NU Irrev Trust, the Sophia Trust, the Jai Trust, and the Julia Trust.
Nilesh Undavia and Kanta Undavia are trustees of the Kanta Trust, each with shared power to vote or dispose of the Shares held by such Trust unilaterally. Nilesh Undavia and Liliana Undavia are trustees of the NPU Trust and the LAU Trust, each with shared power to vote or dispose of the Shares held by such Trusts unilaterally. Furthermore, the Reporting Persons have verbally agreed to vote, hold, or sell the Shares in the same manner and to act in concert with respect to the proposals brought to the Board by Mr. Undavia as set forth in Item 4 and as brought forth by Mr. Undavia from time to time. Accordingly, each of the Reporting Persons could be deemed to have shared voting and dispositive power with respect to the following number of Shares:
NPU Trust: 12,061,076
LAU Trust: 14,575,651
NU Irrev Trust: 13,238,251
LU Irrev Trust: 13,238,201
Kanta Trust: 14,622,751
Sophia Trust: 14,708,251
Jai Trust: 14,708,251
Julia Trust: 14,708,251
Nilesh Undavia: 4,545,275
Liliana Undavia: 13,148,251
Kanta Undavia: 14,738,251
The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons. Except as otherwise noted below, all such transactions were purchases of Shares (except for the transaction labelled as "SALE" in the Jai Trust below) effected in the open market, and the table includes commissions paid in per share prices.
NPU Trust
Date of Transaction Amount of Securities Price Per Share ($)
01/10/2024 40,000 $1.58
01/10/2024 100,000 $1.60
01/09/2024 50,000 $1.86
01/09/2024 50,000 $1.90
01/09/2024 50,000 $1.92
01/04/2024 30,000 $1.89
01/04/2024 30,000 $1.91
01/03/2024 30,000 $2.00
01/02/2024 20,000 $2.08
01/02/2024 40,000 $2.10
01/02/2024 20,000 $2.14
12/29/2023 13,600 $2.18
12/20/2023 20,000 $2.08
12/20/2023 20,000 $2.09
12/20/2023 15,000 $2.14
12/20/2023 25,000 $2.14
12/20/2023 20,000 $2.14
12/20/2023 20,000 $2.14
12/20/2023 20,000 $2.14
12/20/2023 1,603 $2.14
12/18/2023 15,000 $2.20
12/18/2023 20,000 $2.22
12/18/2023 50,000 $2.24
LAU Trust
Date of Transaction Amount of Securities Price Per Share ($)
12/22/2023 26,600 $2.06
12/22/2023 30,000 $2.10
12/21/2023 14,000 $2.01
NU Irrev Trust
Date of Transaction Amount of Securities Price Per Share ($)
02/02/2024 82,500 $1.34
02/02/2024 32,000 $1.34
02/02/2024 100,000 $1.35
02/02/2024 100,000 $1.35
02/02/2024 100,000 $1.30
02/02/2024 5,500 $1.29
02/02/2024 100,000 $1.31
02/02/2024 11,097 $1.29
02/01/2024 27,558 $1.33
02/01/2024 1,400 $1.33
02/01/2024 18,050 $1.31
12/20/2023 20,000 $2.13
12/20/2023 25,000 $2.14
12/20/2023 25,000 $2.14
12/15/2023 20,000 $2.42
12/15/2023 50,000 $2.44
12/15/2023 29,119 $2.50
LU Irrev Trust
Date of Transaction Amount of Securities Price Per Share ($)
02/02/2024 62,320 $1.36
02/02/2024 20,180 $1.35
02/02/2024 100,000 $1.33
02/02/2024 100,000 $1.35
02/02/2024 50,000 $1.36
02/02/2024 4,863 $1.36
02/02/2024 900 $1.41
02/02/2024 5,516 $1.40
02/02/2024 39,621 $1.37
02/02/2024 61,086 $1.37
02/02/2024 1,146 $1.33
02/02/2024 2,860 $1.31
02/02/2024 34,908 $1.29
02/01/2024 43,405 $1.34
02/01/2024 56,595 $1.34
12/20/2023 10,000 $2.14
12/20/2023 20,000 $2.14
12/20/2023 20,000 $2.15
12/18/2023 20,000 $2.19
12/18/2023 50,000 $2.26
12/15/2023 50,000 $2.44
Kanta Trust
Date of Transaction Amount of Securities Price Per Share ($)
12/15/2023 15,500 $2.57
Sophia Trust
Date of Transaction Amount of Securities Price Per Share ($)
02/06/2024 82 $1.36
01/10/2024 22,000 $1.62
12/13/2023 18 $2.42
12/12/2023 7,900 $2.50
Jai Trust
Date of Transaction Amount of Securities Price Per Share ($)
02/06/2024 112 (SALE) $1.35
01/10/2024 8,300 $1.64
01/10/2024 13,882 $1.60
12/13/2023 30 $2.42
12/12/2023 7,900 $2.50
Julia Trust
Date of Transaction Amount of Securities Price Per Share ($)
02/06/2024 36 $1.36
01/10/2024 22,000 $1.63
12/13/2023 64 $2.42
12/12/2023 7,900 $2.50
Nilesh Undavia
Date of Transaction Amount of Securities Price Per Share ($)
02/05/2024 75,234 $1.24
02/05/2024 100,000 $1.24
02/05/2024 100,000 $1.25
02/05/2024 100,000 $1.23
02/05/2024 87,503 $1.23
02/05/2024 5,447 $1.22
02/05/2024 98,300 $1.23
02/05/2024 1,700 $1.21
02/05/2024 100,000 $1.21
02/05/2024 97,638 $1.24
02/05/2024 2,362 $1.22
02/02/2024 100,000 $1.36
02/02/2024 100,000 $1.36
02/02/2024 75,817 $1.36
01/02/2024 107,000 $2.17
12/18/2023 200,000 $2.28
12/15/2023 24,183 $2.51
12/15/2023 100,000 $2.56
12/13/2023 276,423 $2.42
12/12/2023 200,000 $2.49
Not applicable
Not applicable
Except as otherwise described herein (including Item 5 and this Item 6), there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Nilesh Undavia, Liliana Undavia, and Kanta Undavia are family members. Nilesh Undavia and Liliana Undavia are spouses. Kanta Undavia is Nilesh Undavia's mother.
Nilesh Undavia has nominated Ms. Andree Michelle Petigny to occupy a director seat on GrafTech International Ltd.'s board of directors. Nilesh Undavia, as trustee of The Nilesh P Undavia 2018 Trust u/a Dated 10/25/2018 is party to that certain Engagement and Indemnification Agreement entered into on or about January 22, 2024 with Ms. Andree Michelle Petigny pursuant to which the NPU Trust has agreed to indemnify, defend, and hold Ms. Petigny harmless with respect to claims and actions against Ms. Petigny arising out of her service to and activities on behalf of GrafTech International Ltd., as a candidate for election to the company's board of directors and in the course of her duties if and when elected to the board. A copy of such Indemnification Agreement is attached to this filing.
Joint Filing Agreement of the Reporting Persons.
Engagement and Indemnification Agreement by and between Nilesh Undavia, as trustee of The Nilesh P Undavia 2018 Trust u/a Dated 10/25/2018 and Andree Michelle Petigny.
Nilesh Undavia
Nilesh Undavia
Individual
02/12/2024
Liliana Undavia
Liliana Undavia
Individual
02/12/2024
Kanta Undavia
Kanta Undavia
Individual
02/12/2024
The Nilesh P Undavia 2018 u/a Dated 10/25/2018
Nilesh P Undavia
Trustee
02/12/2024
Liliana Undavia
Trustee
02/12/2024
The Liliana Arsenio-Undavia 2018 Trust u/a Dated 10/25/2018
Nilesh Undavia
Trustee
02/12/2024
Liliana Undavia
Trustee
02/12/2024
The Nilesh Undavia Irrevocable Family Trust #1
Liliana Undavia
Trustee
02/12/2024
The Liliana Undavia Irrevocable Family Trust #1
Nilesh Undavia
Trustee
02/12/2024
The Sophia Undavia Irrevocable Trust
Liliana Undavia
Trustee
02/12/2024
The Kanta Undavia Revocable Trust
Nilesh Undavia
Trustee
02/12/2024
Kanta Undavia
Trustee
02/12/2024
The Jai Undavia Irrevocable Trust
Liliana Undavia
Trustee
02/12/2024
The Julia Undavia Irrevocable Trust
Liliana Undavia
Trustee
02/12/2024
indem-agreement.pdf
GRAPHIC
Indemnification Agreement