GrafTech International Ltd. (NYSE: EAF) (“GrafTech”) today
announced that its indirect, wholly-owned subsidiary, GrafTech
Global Enterprises Inc. (the “Issuer”), priced its private offering
of $450 million aggregate principal amount of 9.875% Senior Secured
Notes due 2028 (the “Notes”), including $11.4 million of original
issue discount to yield 10.500%. The Notes will be issued at a
price of 97.456% of their aggregate principal amount. The offering
is expected to close on June 26, 2023, subject to customary closing
conditions.
The proceeds from this offering are intended to be used to repay
the debt outstanding under the secured term loan facility provided
for by the credit agreement entered into by GrafTech in February
2018 (as amended, the “2018 Credit Agreement”) and pay all related
fees and expenses and, to the extent any proceeds remain, for
general corporate purposes.
It is expected that the Notes will be guaranteed on a senior
secured basis by (i) GrafTech Finance Inc., an indirect,
wholly-owned subsidiary of GrafTech and issuer of the outstanding
4.625% Senior Secured Notes due 2028 (the “Existing Secured
Notes”), (ii) GrafTech and all of GrafTech’s direct and indirect
U.S. subsidiaries that, as of the issue date for the Notes,
guarantee (or are borrowers of) the debt under the credit
facilities provided for by the 2018 Credit Agreement (the “Senior
Secured Credit Facilities”), other than the Issuer, and (iii) all
of GrafTech’s future direct and indirect subsidiaries that
guarantee (or are borrowers of) (1) the debt under the Senior
Secured Credit Facilities (2) the Existing Secured Notes and (3)
certain other future indebtedness, in each case, other than certain
excluded foreign subsidiaries. The Notes and the note guarantees
will be secured on a first-priority basis by liens on the
collateral of the Issuer and the guarantors securing the debt under
the Senior Secured Credit Facilities and the Existing Secured
Notes, on an equal and ratable basis with the debt under the Senior
Secured Credit Facilities and the Existing Secured Notes, in each
case subject to permitted liens and certain exceptions.
This press release does not constitute an offer to sell or the
solicitation of an offer to buy any securities. The Notes and
related guarantees are being offered only to persons reasonably
believed to be qualified institutional buyers in reliance on Rule
144A under the Securities Act of 1933 (the “Securities Act”) and to
non-U.S. persons outside the United States in reliance on
Regulation S under the Securities Act. The Notes and the related
guarantees have not been and will not be registered under the
Securities Act, any state securities laws or the securities laws of
any other jurisdiction, and may not be offered or sold in the
United States without registration or an applicable exemption from
registration under the Securities Act and applicable state
securities and other securities laws.
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.
Cautionary Note Regarding Forward-Looking Statements
This release may contain 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, financial projections, plans and objectives of management
for future operations, and future economic performance. Examples of
forward-looking statements include, among others, statements we
make regarding future estimated revenues and volume derived from
our take-or-pay agreements with initial terms of three-to-five
years (“LTA”), future pricing of short-term agreements and spot
sales (“non-LTA”), anticipated levels of capital expenditures, and
guidance relating to earnings per share and adjusted EBITDA. 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,” “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, the initial purchasers or any other person
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. These 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 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 decline in the future,
may lead to periods of reduced profitability and net losses in the
future; 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 reliance on
one facility in Monterrey, Mexico for the manufacturing of
connecting pins; the availability and 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
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 the COVID-19 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 goodwill 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, including developments
arising from the COVID-19 pandemic and the conflict between Russia
and Ukraine, 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; recent increases in benchmark interest
rates and the fact that borrowings under certain of our existing
financing agreements subject us to interest rate risk; the
possibility that disruptions in the capital and credit markets
could adversely affect our results of operations, cash flows and
financial condition, or those of 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 market price of our common
stock could be negatively affected by sales of substantial amounts
of our common stock, including by Brookfield Corporation and its
affiliates; the fact that our stockholders have the right to engage
or invest in the same or similar businesses as us; the possibility
that we may not pay cash dividends on our common stock in the
future; and the Issuer’s ability to complete the Notes offering on
terms that are commercially attractive to it or at all.
These factors should not be construed as exhaustive and should
be read in conjunction with the other cautionary statements,
including the “Risk factors” section in our most recent Annual
Report on Form 10-K and other filings with the Securities and
Exchange Commission (“SEC”). 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 and in our SEC reports,
including, but not limited to, our most recent Annual Report on
Form 10-K and our Quarterly Report on Form 10-Q, as filed with the
SEC, 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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230621276794/en/
Michael Dillon 216-676-2000
GrafTech (NYSE:EAF)
Gráfico Histórico do Ativo
De Abr 2024 até Mai 2024
GrafTech (NYSE:EAF)
Gráfico Histórico do Ativo
De Mai 2023 até Mai 2024