UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
GRAFTECH
INTERNATIONAL LTD.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
384313201
(CUSIP Number)
David Feirstein
Richard M. Brand
Kirkland & Ellis LLP
601 Lexington Avenue
New
York, New York 10022
212-446-4840
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
Not applicable
(Date of
Event which Requires Filing of this Statement)
If the filing person has
previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other
parties to whom copies are to be sent.
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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 disclosures provided in a prior cover page. |
The information required on 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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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Milikowsky |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION United States |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
2,494,892 shares |
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8 |
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SHARED VOTING POWER
6,262,849 shares |
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9 |
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SOLE DISPOSITIVE POWER
2,494,892 shares |
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10 |
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SHARED DISPOSITIVE POWER
6,262,849 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
8,757,741 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨(1) |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 6.4%(1) |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN |
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Daniel Milikowsky Family Holdings, LLC |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Connecticut |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
5,005,489 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
5,005,489 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
5,005,489 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 3.6% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
3
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Daniel & Sharon Milikowsky Family Foundation, Inc. |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Connecticut |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
1,257,360 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
1,257,360 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
1,257,360 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.9% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) CO |
4
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Nathan Milikowsky |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION United States |
| NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING PERSON
WITH |
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7 |
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SOLE VOTING POWER
6,361,741 shares |
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8 |
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SHARED VOTING POWER
147,360 shares (1) |
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9 |
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SOLE DISPOSITIVE POWER
6,361,741 shares |
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10 |
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SHARED DISPOSITIVE POWER
147,360 shares (1) |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,509,101 shares (1) |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
x(1) |
| 13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 4.7%(1) |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) IN |
| (1) |
Excludes 760,760 shares held by Nathan Milikowsky’s wife. |
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| 1 |
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NAME OF
REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Rebecca and Nathan Milikowsky Family Foundation |
| 2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP (SEE INSTRUCTIONS)
(a) x (b) ¨ |
| 3 |
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SEC USE ONLY
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| 4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
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CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨ |
| 6 |
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CITIZENSHIP OR PLACE OR
ORGANIZATION Massachusetts |
| NUMBER OF
SHARES BENEFICIALLY
OWNED BY
EACH REPORTING
PERSON WITH
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7 |
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SOLE VOTING POWER
0 shares |
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8 |
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SHARED VOTING POWER
147,360 shares |
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9 |
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SOLE DISPOSITIVE POWER
0 shares |
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10 |
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SHARED DISPOSITIVE POWER
147,360 shares |
| 11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
147,360 shares |
| 12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN
ROW (11) EXCLUDES CERTAIN SHARES
¨ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT
IN ROW (11) 0.1% |
| 14 |
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TYPE OF REPORTING PERSON (SEE
INSTRUCTIONS) OO |
This Amendment No. 10 to Schedule 13D amends and supplements, where indicated, the Statement on Schedule 13D
relating to the Common Stock of the Issuer by Daniel Milikowsky and Nathan Milikowsky filed with the U.S. Securities and Exchange Commission on December 10, 2010, as amended by Amendment No. 9 to Schedule 13D filed with the U.S. Securities
and Exchange Commission on January 23, 2015, Amendment No. 8 to Schedule 13D filed with the U.S. Securities and Exchange Commission on April 14, 2014, Amendment No. 7 to Schedule 13D filed with the U.S. Securities and Exchange
Commission on March 28, 2014, Amendment No. 6 to Schedule 13D filed with the U.S. Securities and Exchange Commission on March 25, 2014, Amendment No. 5 to Schedule 13D filed with the U.S. Securities and Exchange Commission on
March 11, 2014, Amendment No. 4 to Schedule 13D filed with the U.S. Securities and Exchange Commission on January 30, 2014, Amendment No. 3 to Schedule 13D filed with the U.S. Securities and Exchange Commission on
January 24, 2014, Amendment No. 2 to Schedule 13D filed with the U.S. Securities and Exchange Commission on January 8, 2013 and by Amendment No. 1 to Schedule 13D filed with the U.S. Securities and Exchange Commission on
February 14, 2011 (the “Schedule 13D”). Capitalized terms used in this Amendment No. 10 and not otherwise defined herein have the meanings given to them in the Schedule 13D.
| Item 4. |
Purpose of Transaction. |
Item 4 of the Schedule 13D is hereby amended and supplemented by adding
the following information immediately after the last paragraph thereof:
On February 11, 2015, Mr. Nathan Milikowsky sent a letter to Mr. Randy
Carson, chairman of the Board of Directors of the Issuer, regarding discussions with respect to the Company’s management, financial condition and operations and the potential restructuring of the Company’s senior subordinated notes (the
“Letter”). A copy of such Letter is filed herewith as Exhibit 1 and incorporated by reference herein. Any description herein of the Letter is qualified in its entirety by reference to the Letter filed herewith.
| Item 7. |
Material to be Filed as Exhibits. |
Exhibit 1—Letter
7
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is
true, complete and correct.
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| Dated: February 11, 2015 |
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/s/ Daniel Milikowsky |
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Daniel Milikowsky |
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/s/ Nathan Milikowsky |
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Nathan Milikowsky |
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The Rebecca and Nathan Milikowsky Family Foundation |
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/s/ Nathan Milikowsky |
| By: |
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Nathan Milikowsky |
| Title: |
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Trustee |
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Daniel Milikowsky Family Holdings, LLC |
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/s/ Daniel Milikowsky |
| By: |
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Daniel Milikowsky |
| Title: |
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Investment Manager |
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The Daniel and Sharon Milikowsky Family Foundation, Inc. |
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/s/ Daniel Milikowsky |
| By: |
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Daniel Milikowsky |
| Title: |
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President |
Exhibit 1
February 11, 2015
Mr. Randy Carson
Chairman
GrafTech International Holdings
Suite 300 Park Center I
6100 Oak Tree Boulevard
Independence, OH 44131
Dear Randy,
In response to your letter of January 26, 2015, let me start by saying that I sincerely share your disappointment that we find ourselves facing another
proxy contest this year. That being said, I strongly disagree with your suggestion that enough has been done and is being done to save GrafTech (the “Company”). I believe the Company’s performance during the past year speaks for
itself in demonstrating to shareholders that management’s actions have been both inadequate and ineffective, that the CEO needs to be promptly replaced and that the Board needs to be reconstituted. Over the past 12 months, GrafTech has
continually failed to meet its own forecasts, the business has suffered net losses for the past five quarters, the share price has declined by over 60% and both major credit rating agencies have downgraded the Company’s debt. All of this has
occurred in the face of an increasing demand for graphite electrodes and an approximately 3.5% median share price decrease of GrafTech’s peer group, as indicated in the chart below:
To be clear, Save GrafTech is seeking to reconstitute the Board with four new directors precisely because their
independence and expertise is urgently needed. None of these individuals has any prior relationship with me, and I expect them to draw upon their experience and independent judgment to do what’s right to fix the business and maximize
shareholder value.
As I have indicated previously, we believe the CEO must be replaced immediately and the Save GrafTech slate
offers several possibilities for an interim management team to stabilize the present difficult situation and stop the operational hemorrhaging. Both Jake Brace and Alan Carr have relevant operational and restructuring experience. Jake Brace has over
30 years of executive and board level experience and has served as Chief Administrative Officer and Chief Restructuring Officer of The Great Atlantic & Pacific Tea Company and as Chief Financial Officer and Chief Restructuring Officer of
United Airlines. Alan Carr has almost 20 years of experience working from both the principal and advisor side of business transactions, including restructurings, mergers and acquisitions. Most recently, Alan was a Managing Director at Strategic
Value Partners, LLC, a multi-billion dollar investment firm focused on distressed and special situations, and he currently serves as CEO of Drivetrain, LLC, a fiduciary services business for the distressed investing industry. I believe that either
Jake or Alan, both of whom have expressed willingness to serve if asked by the Board to do so, would be terrific in the interim CEO role. In the near term, both David Jardini and I have substantial graphite electrode experience that can be
beneficial to the Company and the incoming CEO. Let me be explicitly clear on this point: neither David Jardini nor Jake Brace nor Alan Carr nor I have any interest in being the permanent CEO of GrafTech. I can tell you now that the Save GrafTech
slate that I am proposing, which consists of a majority of individuals independent of me, is committed to recruiting a professional management team to guide the intermediate and long-term success of GrafTech, for the benefit of all shareholders,
customers and stakeholders.
I am surprised that you characterized my offer to extend the maturity of a significant portion of the senior subordinated
notes I hold as “conceptual discussions” that “never became a proposal or offer to which the Board could effectively respond.” I did state, and will reiterate now, that any amendments to the notes would be subject to our being
appropriately satisfied with the go-forward management and Board of GrafTech — a condition any reasonable investor would require before agreeing to a meaningful restructuring or refinancing. That being said, and to ensure full transparency, it
is important that the Board and all GrafTech stakeholders understand my willingness to make significant concessions if the Company is being steered in the right direction. This is particularly important because, absent an agreed upon restructuring,
the $200 million of senior subordinated notes will be payable in full in cash on November 30, 2015. Moreover, as GrafTech is undoubtedly aware, the revolving credit facility’s maturity may be accelerated to August 30, 2015 —
which is just over six months away — if a solution for the subordinated notes cannot be achieved before August 30. As a result, I believe it is likely that GrafTech will either need to borrow under its revolving credit facility (to the
extent permitted) or explore a refinancing of the notes on terms, conditions and covenants that are typical and customary for high-yield subordinated debt securities issued in a public offering — a type of offering expressly permitted under a
recent amendment to GrafTech’s revolving credit facility.
As you may know, I (together with my immediate family) hold approximately $146 million of
GrafTech’s $200 million senior subordinated notes. I am also closely affiliated with the holders of the remaining $54 million of notes. The terms of my proposal on the notes are set forth in the attached term sheet, which contemplates a $100
million cash payment (made on a pro rata basis to all holders), together with a restructuring and extension of the remaining $100 million into new subordinated notes that mature in November 2020 and bear an interest rate of 9% per annum. Also,
I would personally be willing to accept a disproportionate share of new subordinated notes if other existing holders preferred cash. Of course, these terms would not be binding or definitive until definitive documentation and related details are
resolved, and I will recuse myself from the Board’s consideration of this proposal given that I am both the majority holder of the notes and a director of the Company.
If you or any of the other Board members would like to discuss these matters with me further, I am available. As GrafTech’s largest individual
shareholder and creditor, I simply want to ensure that the Company is overseen by individuals with the appropriate background and expertise to address GrafTech’s continuing challenges. In the meantime, due to my responsibility to the
shareholders, I must move forward with my nomination of a full slate of directors for election at GrafTech’s 2015 Annual Meeting.
Sincerely,
/s/ Nathan Milikowsky
Attachment — Senior
Subordinated Notes Term Sheet
GrafTech International Ltd. — Senior Subordinated Notes Term Sheet
This summary of indicative terms and conditions (this “Term Sheet”) summarizes the principal economic terms of a potential restructuring of the
Senior Subordinated Notes issued by GrafTech International Ltd. (the “Company”) on November 30, 2010 in an aggregate face amount of $200 million (the “Senior Subordinated Notes”). This document is for discussion purposes
only and will not create any binding obligations until such time as any definitive documentation is entered into by the relevant parties.
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| Cash Payment: |
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In connection with an agreed upon restructuring of the Senior Subordinated Notes, the Company shall make a payment of $100 million (the “Cash Payment”) to the existing holders of the Senior Subordinated Notes to
be distributed on a pro rata basis. |
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| New Senior Subordinated Notes: |
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The Company shall issue new senior subordinated notes in an aggregate face amount of $100 million (the “New Senior Subordinated Notes”). |
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| Issuer: |
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The Company. |
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| Holders: |
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The New Senior Subordinated Notes shall be issued to the current holders of the Senior Subordinated Notes on a pro rata basis; provided, however, and to the extent necessary to facilitate the restructuring, Nathan
Milikowsky shall agree to receive a disproportionately greater amount of New Subordinated Notes if other holders express a desire for more of the Cash Payment. |
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| Maturity: |
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November 30, 2020. |
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| Interest Rate: |
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9% per annum in cash, payable semi-annually. |
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| Conditions Precedent: |
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Usual and customary for transactions and facilities of this type. |
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| Representations and Warranties: |
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Usual and customary for these types of facilities and transactions. |