Statement of Ownership (sc 13g)
14 2월 2019 - 7:21AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
GrafTech International Ltd.
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(Name of Issuer)
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Common Stock
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(Title of Class of Securities)
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384313 508
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(CUSIP Number)
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December 31, 2018
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(Date of Event Which Requires Filing of this Statement)
|
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
☐
Rule
13d-1(b)
☐
Rule
13d-1(c)
☒
Rule
13d-1(d)
_______________________
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,
see
the
Notes
).
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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BCP GP Limited
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)☐
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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6
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SHARED VOTING POWER
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229,440,087
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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229,440,087
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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229,440,087
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
Not applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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79.0%
(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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CO
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(1)
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Calculated based on 290,537,612 shares of Common Stock (as defined below) of the Issuer (as defined below) outstanding as of October 15, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “Commission”) on November 2, 2018.
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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Brookfield Capital Partners Ltd.
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Ontario, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
229,440,087
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
229,440,087
|
|
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
229,440,087
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
Not applicable
|
|
|
|
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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79.0%
(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
CO
|
|
|
|
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(1)
|
Calculated based on 290,537,612 shares of the Issuer’s Common Stock outstanding as of October 15, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 2, 2018.
|
|
|
|
|
|
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1
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NAMES OF REPORTING PERSONS
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I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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BPE IV (Non-Cdn) GP LP
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a)☐
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(b)
☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Manitoba, Canada
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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|
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6
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SHARED VOTING POWER
|
|
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229,440,087
|
|
|
|
|
7
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SOLE DISPOSITIVE POWER
|
|
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0
|
|
|
|
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8
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SHARED DISPOSITIVE POWER
|
|
|
229,440,087
|
|
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
229,440,087
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
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☐
Not applicable
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
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79.0%
(1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
|
Calculated based on 290,537,612 shares of the Issuer’s Common Stock outstanding as of October 15, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 2, 2018.
|
|
|
|
|
|
|
|
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
|
|
BCP IV GrafTech Holdings LP
|
|
|
|
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
|
|
(a)☐
|
|
|
(b)
☐
|
|
|
3
|
SEC USE ONLY
|
|
|
|
|
|
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
0
|
|
|
|
|
6
|
SHARED VOTING POWER
|
|
|
229,440,087
|
|
|
|
|
7
|
SOLE DISPOSITIVE POWER
|
|
|
0
|
|
|
|
|
8
|
SHARED DISPOSITIVE POWER
|
|
|
229,440,087
|
|
|
|
|
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
229,440,087
|
|
|
|
|
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
☐
Not applicable
|
|
|
|
|
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
79.0%
(1)
|
|
|
|
|
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
PN
|
|
|
|
|
(1)
|
Calculated based on 290,537,612 shares of the Issuer’s Common Stock outstanding as of October 15, 2018 as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Commission on November 2, 2018.
|
|
|
|
|
|
|
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Item 1.
(a).
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Name of Issuer.
GrafTech International Ltd. (the “Issuer”)
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(b).
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Address of Issuer's Principal Executive Offices
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982 Keynote Circle
Brooklyn Heights, Ohio 44131
Item 2.
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(a).
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This statement is being filed jointly by each of the following persons (each a “Reporting Person”):
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BCP GP Limited;
Brookfield Capital Partners Ltd.;
BPE IV (Non-Cdn) GP LP; and
BCP IV GrafTech Holdings LP (“BCP IV”).
BCP IV directly holds an aggregate of 229,440,087 shares
of the Common Stock. The general partner of BCP IV is BPE IV (Non-Cdn) GP LP, and the general partner of BPE IV (Non-Cdn) GP LP
is Brookfield Capital Partners Ltd. BCP GP Limited is the sole shareholder of Brookfield Capital Partners Ltd.
Each of the Reporting Persons other than BCP IV is an
indirect parent of BCP IV, and may therefore be deemed to beneficially own the shares of Common Stock that are directly held by
BCP IV. Each of the Reporting Persons disclaims beneficial ownership of all shares of Common Stock that is directly held by BCP
IV, except to the extent of any indirect pecuniary interest therein.
*Attached as Exhibit 1 is a copy of an agreement among
the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.
(b). Address of Principal Business Office or, if none, Residence
The address of each of Reporting Person is:
c/o Brookfield Asset Management Inc.
181 Bay Street, Suite 300, Bay Wellington Tower
Toronto, Ontario, Canada, M5J 2T3
(c)
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Citizenship.
See responses to Item 4 on each cover page.
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(d)
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Title of Class of Securities.
Common Stock, $0.01 par value per share (“Common Stock”)
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(e)
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CUSIP Number.
384313 508
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(a)
Amount
Beneficially Owned:
See responses to Item 9 on each cover page.
(b)
Percent
of Class:
See responses to Item 11 on each cover page.
(c)
Number
of shares as to which such person has:
(i) Sole power
to vote or to direct the vote:
See responses to Item 5 on each cover page.
(ii) Shared
power to vote or to direct the vote:
See responses to Item 6 on each cover page.
(iii) Sole
power to dispose or to direct the disposition of:
See responses to Item 7 on each cover page.
(iv) Shared
power to dispose or to direct the disposition of:
See responses to Item 8 on each cover page.
Item 5.
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Ownership of Five Percent or Less of a Class
|
If this statement is being filed to report the fact that
as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities,
check the following [ ].
Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Not applicable.
Item 7.
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Identification and Classification of the Subsidiary Which Acquired
the Security
Being Reported on by the Parent Holding Company or Control Person
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Not applicable.
Item 8.
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Identification and Classification of Members of the Group
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Not applicable.
Item 9.
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Notice of Dissolution of Group
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Not applicable.
Not applicable.
SIGNATURE
After reasonable inquiry and to the best of
our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: February 13, 2019
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BCP GP LIMITED
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By:
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/s/ A.J. Silber
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Name: A.J. Silber
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Title: Director
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BROOKFIELD CAPITAL PARTNERS LTD.
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By:
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/s/ A.J. Silber
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Name: A.J. Silber
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Title: Officer
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BPE IV (NON-CDN) GP LP
, by its general partner,
BROOKFIELD CAPITAL PARTNERS LTD.
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By:
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/s/ A.J. Silber
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Name: A.J. Silber
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Title: Officer
|
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BCP IV GRAFTECH HOLDINGS LP
, by its general partner,
BPE IV (NON-CDN) GP LP
, by its general partner,
BROOKFIELD CAPITAL PARTNERS LTD.
|
|
|
|
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By:
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/s/ A.J. Silber
|
|
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|
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Name: A.J. Silber
|
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Title: Officer
|
EXHIBIT INDEX
Exhibit No.
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|
1
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Joint Filing Agreement, dated February 13, 2019
|
GrafTech (NYSE:EAF)
과거 데이터 주식 차트
부터 6월(6) 2024 으로 7월(7) 2024
GrafTech (NYSE:EAF)
과거 데이터 주식 차트
부터 7월(7) 2023 으로 7월(7) 2024