the transaction and whether they are at arms length and in the ordinary course of our business, the direct or indirect nature of the related persons interest in the transaction, the
size and expected term of the transaction, and other facts and circumstances that bear on the materiality of the related party transaction under applicable law and listing standards.
Other than the transactions described below, since January 1, 2021, there has not been, and there is not currently proposed, any transaction or series of similar
transactions to which we were or will be a participant in which the amount involved exceeded or will exceed $120,000 and in which any related person had or will have a direct or indirect material interest.
We have engaged in transactions with affiliates or related parties since January 1, 2021. These transactions include ongoing obligations under the Registration
Rights Agreement (as defined below), Stockholder Rights Agreement and Tax Receivable Agreement (as defined below), each with Brookfield.
Registration Rights Agreement
We and Brookfield
entered into a registration rights agreement (the Registration Rights Agreement) in connection with our IPO. The Registration Rights Agreement provides Brookfield with certain demand registration rights, including shelf registration
rights, in respect of any shares of our common stock or any of our debt securities held by it, subject to certain conditions and limitations. Brookfield is entitled to a limited number of demand registrations. In addition, in the event that we
register additional shares of common stock or debt securities for sale to the public, we will be required to give notice of such registration to Brookfield of our intention to effect such a registration, and, subject to certain limitations, include
any shares of common stock or debt securities requested to be included in such registration held by it. We will be required to bear the registration expenses, other than underwriting discounts and commissions, associated with any registration of
shares of common stock or debt securities pursuant to the Registration Rights Agreement. The agreement includes customary indemnification provisions in favor of Brookfield, its affiliates, directors and officers against certain losses and
liabilities (including reasonable legal expenses) resulting from any untrue statement or omission of material fact in any registration statement or prospectus pursuant to which Brookfield sells shares of our common stock or our debt securities,
unless such liability arose from Brookfields misstatement or omission and Brookfield has agreed to indemnify us against losses caused by its misstatements or omissions, subject to certain limitations.
In 2021, Brookfield exercised its rights under the Registration Rights Agreement. On January 20, 2021, March 4, 2021, and May 27, 2021, certain
Brookfield entities, as selling stockholders, completed the sales of 20,000,000, 30,000,000 and 20,00,000 shares of our common stock, respectively, in underwritten public secondary offerings at prices to the underwriter of $10.72, $11.67, and
$13.31, respectively, for proceeds to Brookfield of $214.4 million, $350.1 million, and $266.2 million, respectively. The secondary offerings were made pursuant to an effective Registration Statement on
Form S-3 (File No. 333-232190) that we filed with the SEC on June 18, 2019, including a related base prospectus dated June 18, 2019 (the
Registration Statement), and prospectus supplements dated January 14, 2021, March 1, 2021 and May 24, 2021, respectively, and filed with the SEC pursuant to Rule 424(b)(7) under the Securities Act of 1933.
Stockholder Rights Agreement
We and Brookfield
entered into the Stockholder Rights Agreement in connection with our IPO. The Stockholder Rights Agreement expires once Brookfield ceases to own any of our common stock.
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20 / GrafTech International Ltd. | 2022
Proxy Statement |
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