Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2015

GRAFTECH INTERNATIONAL LTD.

(Exact Name of Registrant as Specified in its Charter)



Delaware	1-13888	27-2496053
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Suite 300 Park Center I

6100 Oak Tree Boulevard

Independence, Ohio 44131

(Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 216-676-2000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):



o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
ý	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

Letters of Intent

On April 29, 2015, GrafTech International Ltd. (the “Company”) and Brookfield Capital Partners Ltd. (“Brookfield”) entered into a letter of intent pursuant to which the Company and Brookfield agreed to use their commercially reasonable best efforts to prepare and negotiate definitive documents, reasonably and in good faith, for the issuance and sale by the Company to Brookfield, for an aggregate purchase price of $150,000,000, of a total of 150,000 shares of the Company's 7% convertible preferred stock in accordance with the terms set forth in a term sheet (the “Preferred Term Sheet”).

The convertible preferred stock would be issued in two series. One series (the “Series A Preferred Stock”) would be immediately convertible, at Brookfield's option, into common shares equal to up to 19.9% of the currently outstanding shares of common stock of the Company at a conversion price of $5.00 per common share, subject to customary anti-dilution adjustments. The other series would become convertible into shares of Series A Preferred Stock that would be convertible into up to 2% of the currently outstanding shares of the common stock of the Company, upon approval by the Company's shareholders in accordance with New York Stock Exchange requirements. Following the issuance of the convertible preferred stock, Brookfield would have the right to designate two members for election to the Company's board of directors for so long as Brookfield owns 75% of the originally issued convertible preferred stock, and one such member for so long as Brookfield owns 25% of the originally issued convertible preferred stock.

The convertible preferred stock would be entitled to an annual dividend at the rate of 7.0% prior to any distribution with respect to any of the Company’s stock junior to the convertible preferred stock, due and payable quarterly in arrears in cash. Dividends would be cumulative and would accrue until paid. The convertible preferred stock would have a liquidation preference equal to the greater of $1,000 per share, plus all accrued and unpaid dividends thereon, whether or not declared and the amount the holders of the convertible preferred stock would have received had they converted the convertible preferred stock into shares of common stock. The proceeds from the sale of the convertible preferred stock, together with proceeds available under the Term A Loan Facility under the Amended and Restated Credit Agreement and other cash resources available to the Company, would be used by the Company to repay the Company's senior subordinated notes due to mature in November 2015.

For so long as it owns 25% or more of the original convertible preferred stock, Brookfield would be entitled to preemptive rights with respect to equity offerings, in order to enable Brookfield to maintain its proportionate equity ownership interest, subject to certain exceptions. The Preferred Term Sheet also provides that the convertible preferred stock would include certain mandatory and optional redemption rights and a change of control put right. Brookfield would not be permitted to sell or transfer any of the convertible preferred stock to any competitor, key supplier or vendor of the Company as specified by the Company. In general, holders of the convertible preferred stock would be entitled to vote as a class on matters adversely affecting the convertible preferred stock and relating to designation of its board nominees and would generally be entitled to vote, on an as converted basis, together with the holders of common stock, as a single class, on other matters. The Preferred Term Sheet provides that, so long as 25% of the originally issued convertible preferred stock is outstanding, holders of a majority of the convertible preferred stock would have veto rights over issuances of senior or parity securities, changes to the certificate of incorporation that are adverse to the convertible preferred stock and increases in the size of the Company’s board of directors to more than eleven.

The Preferred Term Sheet provides that the issuance and sale of the convertible preferred stock would be subject to customary closing conditions including the expiration or early termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The convertible preferred stock would be sold without registration under the Securities Act of 1933, as amended (the “Act”), or state securities laws, in reliance on the exemptions provided by Section 4(a)(2) of the Act and in reliance on similar exemptions under applicable state laws. Because the convertible preferred stock is not expected to be registered, it may not be offered or sold by Brookfield absent registration or an applicable exemption from registration requirements, such as the exemption afforded by Rule 144 under the Act. The Preferred Term Sheet provides that Brookfield would be entitled to customary demand, piggyback and shelf registration rights with respect to the shares of common stock underlying the convertible preferred stock.

On April 29, 2015, the Company and Brookfield also entered into a letter of intent pursuant to which the Company and Brookfield agreed to use their commercially reasonable best efforts to prepare and negotiate definitive documents, reasonably and in good faith, for a tender offer by Brookfield to purchase all of the outstanding shares of the Company's

common stock at a purchase price of $5.05 per share, in accordance with the terms set forth in a term sheet (the “TO Term Sheet”).

The TO Term Sheet provides that the tender offer would commence within five days of signing a definitive agreement. The Company would have 35 days, commencing immediately upon the public announcement of the execution of a definitive agreement (subject to extension under certain circumstances), to solicit alternative proposals (the “Go-Shop Period”). The definitive agreement would provide for customary terms and conditions, including a fiduciary out if a superior proposal becomes available and termination rights for Brookfield in the event of a material adverse change affecting the Company. In general, if the fiduciary out is exercised during the Go-Shop Period (or with respect to a party that makes a proposal during the Go-Shop Period, the 15 days thereafter), the Company would be required to pay Brookfield a break fee of $7.5 million or, if such fiduciary out is exercised thereafter, $20 million.

The TO Term Sheet provides that the tender offer would expire on the 10^th business day after the Go-Shop Period, if not extended. Pursuant to the TO Term Sheet, acceptance of and payment for shares of common stock tendered would be conditioned on at least approximately 15% of the currently outstanding shares of common stock being tendered and not withdrawn and satisfaction or waiver of other customary closing conditions, including the expiration or earlier termination of any applicable waiting period under the HSR Act. Pursuant to the TO Term Sheet, Brookfield would be subject to certain standstill provisions, voting restrictions and related party transaction restrictions. If more than approximately 75% of such shares are tendered and not withdrawn and such other customary closing conditions are waived or satisfied, the remaining shares would be acquired in a merger transaction at the same price.

For as long either letter of intent remains in effect (until otherwise provided in the proposed definitive agreements described above), the Company will not be permitted to solicit, initiate, encourage, induce or facilitate a competing proposal from a party other than Brookfield. The Company will be required to pay Brookfield a termination fee of $7.5 million if it breaches such obligations during such period. After 30 days, either party may terminate either letter of intent at any time. The Company will also be required to reimburse Brookfield for its reasonable, out-of-pocket fees and expenses (including the reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers, or other representatives or consultants) up to $500,000 incurred in connection with the transactions contemplated by the letters of intent.

There can be no assurance that definitive agreements with respect to the convertible preferred stock or tender offer will be executed or that either transaction will be consummated. The foregoing descriptions of the letters of intent do not purport to be complete and are qualified in their entirety by reference to the letters of intent, copies of which are filed as exhibits to this Current Report on Form 8-K.

Item 8.01. Other Events.

Press Release

On April 29, 2015, the Company issued a press release announcing that the Company entered into the letters of intent described above. A copy of such press release is attached as Exhibit 99.3 to this Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

The exhibits required to be filed as a part of this Current Report on Form 8-K are listed in the Exhibit Index attached hereto and incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, hereunto duly authorized.



		GRAFTECH INTERNATIONAL LTD.


Date:	April 30, 2015	By:	/s/ John D. Moran
			John D. Moran
			Vice President, General Counsel and Secretary

EXHIBIT INDEX



Exhibit No.	Exhibit Description
99.1	Letter of Intent Relating to Sale of 7% Convertible Preferred Stock
99.2	Letter of Intent Relating to Tender Offer
99.3	Press Release

EXHIBIT 99.1

Brookfield Capital Partners Ltd.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

April 29, 2015

Board of Directors

GrafTech International Ltd.

Suite 300 Park Center I

6100 Oak Tree Boulevard

Independence, Ohio 44131

Re: Strategic Investment in GrafTech International Ltd.

Gentlemen:

Since our letter dated March 18, 2015 to the Board of Directors (the “Board”) of GrafTech International Ltd. ("GrafTech" or the "Company") and with the cooperation and support of your team, we have invested substantial time and resources conducting a comprehensive due diligence investigation of the Company and its business and prospects towards a potential investment in or transaction with the Company. Our due diligence is now complete.

Brookfield Capital Partners Ltd. ("Brookfield" or “we”) is pleased to advise you that our diligence efforts have confirmed our view on value, our confidence in GrafTech's management team and our conviction that, although not without some risk, GrafTech's business plan is the right long-term strategy for the Company and its stockholders. We believe that Brookfield, as a well-capitalized, knowledgeable and experienced partner, can help GrafTech successfully implement its business plan and assure the Company's long-term prospects. Accordingly, Brookfield hereby proposes to purchase US$150 million of 7% convertible preferred shares (the "Preferred Share Purchase") of GrafTech pursuant to the terms set forth in Exhibit A attached hereto. We understand that the Board has unanimously approved this letter of intent (this "Letter"). We are also proposing a tender offer for up to 100% of the Company's outstanding common stock (the “Tender Offer”) pursuant to a separate letter of intent between the Company and Brookfield (the “Tender Offer Letter”).

In consideration of the mutual covenants and agreements contained in this Letter and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Brookfield and GrafTech (collectively, the “Parties” and each, a “Party”) agree as follows:

1. Preferred Share Purchase Definitive Documentation.

WEIL:95318425499980.0025

(a) Preferred Share Purchase. Each of the Parties hereby agrees to use its commercially reasonable best efforts to prepare and negotiate all definitive documents, reasonably and in good faith, for the Preferred Share Purchase, in accordance with the terms set forth in Exhibit A within 30 days after execution hereof.

(b) The Company is not aware of any material information regarding the Company or its prospects that it has not previously disclosed, either to the public or to Brookfield (subject to the Confidentiality Agreement between Brookfield and GrafTech dated as of March 20, 2015), or that it will disclose concurrently with the public disclosure of this Letter that would cause it to reconsider its interest in pursuing the Preferred Share Purchase or the terms or conditions thereof. Brookfield is not aware of any material information, including the information regarding management, results and outlook and the consequences of the transactions contemplated by the Preferred Share Purchase in relation to a change of control for purposes of equity and benefit plans, credit facilities, senior notes and senior subordinated notes, that would cause it to reconsider its interest in pursuing the Preferred Share Purchase or the terms or conditions thereof.

2. Specific Performance. Each Party acknowledges that money damages for a breach of this Letter may be incalculable, that such a breach may cause irreparable harm to the other Party and that remedies at law may be inadequate or insufficient to protect the other Party against any such breach or any threatened breach of this Letter. Each Party agrees to the granting of injunctive relief in favor of the other Party in the event of any such breach or threatened breach without proof of actual damages and without the requirement of posting bond or other security. Such relief shall not be the exclusive remedy for such breach or threatened breach, but shall be in addition to all other rights and remedies available at law, in equity or otherwise to the other Party. In the event of litigation relating to this Letter wherein a court of competent jurisdiction determines in a final, non-appealable order that this Letter has been breached by a Party, then such Party will reimburse the other Party for all reasonable out-of-pocket costs and expenses (including reasonable legal fees and expenses of outside counsel) incurred in connection with such litigation.

3. Conditions to the Preferred Share Purchase.

(a) In addition to the other terms and conditions set forth in this Letter and Exhibit A, consummation of the Preferred Share Purchase will be subject to execution and delivery of definitive agreements that are mutually acceptable to Brookfield and the Board and the satisfaction or waiver of any conditions set forth therein.

(b) The Parties agree that consummation of the Preferred Share Purchase will not be subject to any financing condition.

4. Exclusivity and No Shop.

(a) For so long as this Letter shall remain in effect, GrafTech shall not, and shall cause each of its subsidiaries and its and their Representatives (as defined in the

Confidentiality Agreement (as defined below)) not to, directly or indirectly (i) solicit, initiate, encourage, induce, or facilitate any inquiries, offers or the making or announcement of any proposal or other action designed to facilitate any inquiries or proposals that constitutes or may reasonably be expected to lead to a Competing Proposal, (ii) furnish any information regarding GrafTech or any of its subsidiaries or provide any access to the properties, books and records of GrafTech or its subsidiaries to any person in connection with or in response to a Competing Proposal or an inquiry or indication of interest that may reasonably be expected to lead to a Competing Proposal, (iii) initiate, engage or participate in discussions with respect thereto (except for the limited purposes of notifying such person of the existence of the provisions of this Section 4(a)), or (iv) approve, endorse, or recommend, or enter into any agreement, arrangement or understanding with respect to any Competing Proposal (including any confidentiality agreement, letter of intent, letter of interest, term sheet, agreement in principle, memorandum of understanding, merger agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement (whether binding or not) constituting or related to or intended to, or that may reasonably be expected to lead to, a Competing Proposal, or that is intended or that may reasonably be expected to result in the abandonment, termination or failure to consummate the Preferred Share Purchase. Without limiting the generality of the foregoing, GrafTech acknowledges and agrees that the violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of GrafTech or any of its subsidiaries, whether or not such Representative is purporting to act on behalf of GrafTech or any of its subsidiaries, shall be deemed to constitute a breach of this Section 4 by GrafTech.

(b) For so long as this Letter shall remain in effect, GrafTech shall notify Brookfield promptly (but in no event later than twenty-four (24) hours) after receipt of (i) any inquiry or indication of interest relating to a Competing Proposal, (ii) a Competing Proposal (including or any modification of or an amendment to any Competing Proposal) or (iii) any request for nonpublic information relating to GrafTech or any of its subsidiaries (including access to the properties, books or records of GrafTech or any of its subsidiaries) by any person that has made, or to the knowledge of GrafTech, may be considering making, a Competing Proposal. Such notice to Brookfield shall be made orally and in writing, and shall indicate the identity of the person submitting any of the foregoing and the terms of any such Competing Proposal (or modification or amendment), inquiry, indication or request. GrafTech shall keep Brookfield fully informed on a current basis of any additional information requested of GrafTech and any changes in the status and any changes or modifications in the terms of any such Competing Proposal, inquiry, indication or request.

(c) For so long as this Letter shall remain in effect, GrafTech shall and shall cause its subsidiaries to, and shall instruct and cause its Representatives to, immediately cease and terminate any existing activities, discussions or negotiations with any person (other than Brookfield) conducted prior to the date of this Letter with respect to a Competing Proposal.

(d) For so long as this Letter shall remain in effect, GrafTech shall not, and shall cause its subsidiaries not to, (i) release any person from, and agrees to use reasonable efforts to enforce, the confidentiality, standstill, non-solicitation or similar provisions of any agreement to which GrafTech or any of its subsidiaries is a party with respect to a Competing Proposal that remains in effect as of the date of this Letter and (ii) shall immediately take all steps necessary to terminate any approval that may have been given prior to the date of this Letter under any such provisions authorizing any person to make a Competing Proposal.

(d) For purposes of this Letter, “Competing Proposal” means any proposal, offer, indication of interest or inquiry from any person or group for, whether in one transaction or a series of related transactions, or relating to any (a) merger, consolidation, share exchange or business combination involving more than 10% of the total voting power of any class of the capital stock of GrafTech, (b) sale, lease, exchange, mortgage, transfer or other disposition, directly or indirectly, by merger, consolidation, combination, reorganization, share exchange or any similar transaction, of any assets of GrafTech and its subsidiaries representing 10% or more of the consolidated assets of GrafTech and its subsidiaries (including equity securities of the subsidiaries), measured either by book value or fair market value, (c) issuance, sale or other disposition by GrafTech of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the outstanding voting of any class of equity securities of GrafTech, (d) tender offer or exchange offer in which any person or “group” (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 10% or more of the outstanding GrafTech common stock or any class of equity securities of GrafTech, (e) recapitalization, liquidation, dissolution or other similar type of transaction with respect to GrafTech which would result in any person or group acquiring 10% or more of the fair market value of the assets (including capital stock of the subsidiaries) of GrafTech its subsidiaries taken as a whole (including equity securities of the subsidiaries), (f) any debt or equity financing transaction that would be competitive with or a substitute for the Preferred Share Purchase (including any refinancing of any securities of the Company’s senior subordinated notes) or (g) transaction which is similar in form, substance or purpose to any of the foregoing transactions.

5. Fees and Expenses. Except as otherwise provided herein, each Party will bear its own fees and expenses (including the fees and expenses of legal counsel, accountants, investment bankers, brokers, or other representatives or consultants) incurred in connection with the transactions contemplated herein.

Offer Letter, without mutual consent, subject to requirements of law or regulatory bodies. The Parties intend to issue a mutually acceptable press release or press releases to announce the transactions contemplated hereby promptly after the execution and delivery of this Letter.

7. Conduct of Business; Access to Information. The business and operations of the Company will be conducted in the usual and ordinary course of business in accordance with recent past practices between the date of this Letter and the earlier of the execution of definitive documents contemplated hereby or the termination of this Letter in accordance with Section 8 hereof. Following the execution of this Letter, the Company and its Representatives will provide Brookfield and its Representatives with reasonable access, based on mutual agreement, and during normal business hours, to the properties, personnel (including appropriate management and outside accountants and attorneys), and financial, legal, accounting, tax, and other data and information relating to the business, operations, and properties of the Company.

8. Termination.

(a) This Letter may be terminated (i) at any time, by the mutual agreement of the Parties, (ii) by issuance of two (2) days written notice by either Party to the other Party at any time after the 30th day after the date hereof or (iii) by Brookfield if the Company shall have breached in any material respect any covenant, obligation or agreement set forth in Section 4 hereto.

(b) This Letter shall terminate and be of no further force or effect 90 days from the date hereof.

(d) The Company shall pay to Brookfield a fee of $7,500,000 (the “Termination Fee”) if Brookfield terminates this Letter pursuant to Section 8(a)(iii) and within 12 months of such termination the Company enters into an agreement with a person or group of persons (other than Brookfield) with respect to a Competing Proposal that is subsequently consummated. For the avoidance of doubt, if this Letter is terminated (A) by either the Company or Brookfield pursuant to Section 8(a)(ii) or (B) pursuant to Section 8(b), at any time at which Brookfield would have been permitted to terminate this Letter pursuant to Section 8(a)(iii), this Letter will be deemed terminated pursuant to Section 8(a)(iii) for purposes of this Section. The Termination Fee payable pursuant to this Section 8 shall be paid by wire transfer of same-day funds on the date of consummation of the Competing Proposal. For the avoidance of doubt, the Termination Fee shall be subject to an aggregate cap of $7,500,000 under this Letter and the Tender Offer Letter.

$500,000 (the “Expense Reimbursement”) incurred in connection with the transactions contemplated herein if Brookfield terminates this Letter pursuant to Section 8(a)(iii). The Expense Reimbursement payable pursuant to this Section 8(e) shall be paid by wire transfer of same-day funds within three (3) business days of the date of termination. For the avoidance of doubt, the cap on Expense Reimbursement shall be an aggregate cap applicable to any such reimbursement under this Letter, the Tender Offer Letter and the terms set forth on Exhibit A.

9. Entire Agreement; Counterparts. The Confidentiality Agreement, this Letter and the Preferred Share Purchase Letter contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and cancel and supersede all of the previous or contemporaneous contracts, representations, warranties and understandings (whether oral or written) by or between the Parties with respect to such subject matter. This Letter may be signed in any number of counterparts, each of which shall constitute an original instrument, but all of which together shall constitute one and the same instrument. This Letter shall become effective at such time as counterparts shall have been executed and delivered by each of the Parties, regardless of whether each of the Parties has executed the same counterpart. It shall not be necessary when making proof of this Letter to account for any counterparts other than a sufficient number of counterparts which, when taken together, contain signatures of both of the Parties. A PDF or facsimile of an original shall be as effective as delivery of such original.

10. Amendments; Waivers. No addition to, and no cancellation, extension, modification or amendment of, this Letter shall be binding upon a Party unless such addition, cancellation, extension, modification or amendment is set forth in a written instrument which expressly states that it adds to, amends, cancels, extend or modifies this Letter and which is executed and delivered on behalf of each Party by an officer of such Party. No waiver of, or agreement under, any provision hereof shall be binding upon a Party unless it is expressly set forth in a written instrument which is executed and delivered on behalf of such Party by an officer of such Party. Neither the exercise (from time to time and at any time) by a Party of, nor the delay or failure (at any time or for any period of time) to exercise, any right, power or remedy shall constitute a waiver of the right to exercise, or impair, limit or restrict the exercise of, such right, power or remedy or any other right, power or remedy at any time and from time to time thereafter. No waiver of any right, power or remedy of a Party shall be deemed to be a waiver of any other right, power or remedy of such Party or shall, except to the extent so waived, impair, limit or restrict the exercise of such right, power or remedy.

assignor, delegator or transferor of its obligations hereunder. This Letter will not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns, including, without limitation, stockholders, creditors, employees, officers, directors, members, partners, investors, controlling stockholders, agents or representatives of the Parties. Without limiting the foregoing sentence, Brookfield does not owe any fiduciary duty to GrafTech or its stockholders by reason of this Letter.

12. Notices. All notices required or permitted to be given pursuant to this Letter shall be given by written notice, shall be transmitted by personal delivery, registered or certified mail (return receipt requested, postage prepaid), internationally recognized courier service, facsimile or email, and shall be addressed to the intended recipient at its address set forth herein or otherwise specifically provided for such purpose. A Party may designate a new address to which such notices shall thereafter be transmitted by giving written notice to that effect to the other Party. Each notice transmitted in the manner described herein shall be deemed to have been: (i) delivered to the addressee as indicated by the return receipt (if transmitted by mail), the mailing label (if transmitted by courier service), the affidavit of the messenger (if transmitted by personal delivery) or the answerback, call back or email receipt (if transmitted by facsimile or email); or (ii) presented for delivery to the addressee as so indicated during normal business hours, if such delivery shall have been refused for any reason.

13. Governing Law. THE VALIDITY, INTERPRETATION, PERFORMANCE AND ENFORCEMENT OF THIS LETTER AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE (WITHOUT GIVING EFFECT TO THE LAWS, RULES OR PRINCIPLES OF SUCH STATE REGARDING CONFLICTS OF LAWS). Each Party, on behalf of itself and its Representatives, agrees that any proceeding arising out of or relating to this Letter or the breach or threatened breach hereof shall be commenced and prosecuted in a court in the State of Delaware, consents and submits to the non-exclusive personal jurisdiction of any court in such State in respect of any such proceeding, consents to service of process upon it with respect to any such proceeding by any means by which notices may be transmitted hereunder or by any other means permitted by applicable laws and rules, waives any objection that it may now or hereafter have to the laying of venue of any such proceeding in any court in such State and any claim that it may now or hereafter have that any such proceeding in any court in such State has been brought in an inconvenient forum and WAIVES TRIAL BY JURY IN ANY SUCH PROCEEDING.

14. Severability. If any provision hereof shall hereafter be held to be invalid, unenforceable or illegal, in whole or in part, by a court of competent jurisdiction under any circumstances for any reason, (i) such holding shall not affect or impair the validity, enforceability or legality of the other provisions of this Letter and (ii) the Parties shall negotiate in good faith so that such provision shall be reformed (and other provisions shall be added) to the minimum extent necessary to cause such provision to become valid, enforceable and legal and to preserve the benefits intended to be afforded thereby.

15. Non-Binding Nature of Letter of Intent. No party will be bound to consummate any transaction contemplated by this Letter unless and until all parties have executed (in their sole discretion) mutually acceptable definitive agreements. This Letter is only a statement of the parties’ mutual present intention with respect to the transactions contemplated hereby, and it does not purport to address all material matters upon which agreement must be reached in order for the transaction contemplated hereby to be consummated, nor is it intended by the parties to be a binding commitment or agreement or to impose any legal obligations on the parties (except for the provisions of Sections 1, 2, 4, 5, 6, 7 and 8 of this Letter and this Section 15, each of which, upon acceptance of this Letter, will constitute a binding and enforceable agreement among the parties hereto and their successors).

EXHIBIT 99.1

IN WITNESS WHEREOF, this Letter has been duly executed and delivered by the duly authorized officers of the Parties hereto as of the date first herein above written.

GRAFTECH INTERNATIONAL LTD.

By:            /s/ Joel L. Hawthorne
    Name:    Joel L. Hawthorne
    Title:    Chief Executive Officer and President

[SIGNATURE PAGE TO PREFERRED LOI]

EXHIBIT 99.1

BROOKFIELD CAPITAL PARTNERS LTD.

By:            /s/ David Nowak
    Name:    David Nowak
    Title:    Managing Partner

By:            /s/ Peter Gordon
    Name:    Peter Gordon
    Title:    Managing Partner

[SIGNATURE PAGE TO PREFERRED LOI]

EXHIBIT A

Convertible Preferred Stock Term Sheet

This term sheet, including the exhibits hereto, is subject, in all respects, to the terms and conditions of the Letter of Intent dated April 29, 2015 between GrafTech International Ltd. And Brookfield Capital Partners Ltd. (the “CPS LOI”) to which this term sheet is attached, including the negotiation and execution of definitive agreements.



Parties:	GrafTech International Ltd. (the “Company”). Brookfield Capital Partners Ltd. (“”BCP” and, BCP or an affiliate of BCP, the “Investor”).

Transaction:	The Company and Investor shall enter into an investment agreement (the “Purchase Agreement”), pursuant to which the Company will issue and Investor will purchase 150,000 shares of convertible preferred stock of the Company (“Convertible Preferred Stock”) for $1,000 per share in cash (the “Share Purchase”), on terms and conditions customary for a transaction of this type and consistent with the terms and conditions attached hereto.
Confidentiality:	Nothing herein shall limit the terms and conditions of the Confidentiality Agreement entered into between the Company and the Investor.



Issuance:	The Company will issue and Investor will purchase 150,000 shares of Convertible Preferred Stock at $1,000 per share in cash; [●] shares of Series A Convertible Preferred Stock and [●] shares of Series B Convertible Preferred Stock.

Dividends:	Annual per share dividend at the rate of 7.0% per year prior to any distribution with respect to any of the Company’s stock junior to the Convertible Preferred Stock (“Junior Stock”), due and payable quarterly in arrears in cash. Dividends are cumulative and will accrue until paid. For any additional dividends or distributions in respect of the Common Stock (except in the case of the Series B Convertible Preferred Stock, for dividends paid in Common Stock of the Company), the Convertible Preferred Stock participates with the shares of common stock of the Company (“Common Stock”) on an as-converted basis.

Liquidation Preference:	The liquidation preference of the Convertible Preferred Stock will be $1,000 per share plus all accrued and unpaid dividends thereon, whether or not declared (the “Liquidation Preference”). In the event of any liquidation, dissolution or winding up of the Company, the holders of the Convertible Preferred Stock (including the Series B Convertible Preferred Stock) will be entitled to receive, in preference to the holders of Junior Stock, an amount equal to the greater of (i) the Liquidation Preference and (ii) the amount such holders would have received had they converted the Convertible Preferred Stock into shares of Common Stock immediately prior to such transaction. Any remaining proceeds will be allocated among the holders of the Junior Stock.

¹Number of shares to be calculated to be convertible into 19.9% of the Company’s Common Stock as of the time of issuance. Please note that, even so, a customary blocker provision would be included to ensure anti-dilution and other provisions do not inadvertently trip the NYSE shareholder approval requirement as to the Series A Convertible Preferred Stock.

² Number of shares to be equal to 150,000 minus the number of shares of Series A Convertible Preferred Stock to be issued.

³The only difference in terms between Series A and Series B Convertible Preferred Stock will be that the Series B Convertible Preferred Stock will not have voting rights and will be convertible into Series A Convertible Preferred Stock upon stockholder approval. The Company will seek stockholder approval of conversion of the Series B Convertible Preferred Stock into Series A Convertible Preferred Stock, and if such stockholder approval is not obtained within 180 days of the date of the Purchase Agreement (subject to extension if the Tender Offer is extended beyond 120 days of such date), at Investor’s option, the Company shall redeem the Series B Convertible Preferred Stock for an amount equal to the greater of (a) the Liquidation Preference of the Series B Preferred Stock and (b) (i) the average trading price of the Common Stock for the 20 trading days immediately preceding the redemption multiplied by (ii) the number of shares of Common Stock into which such Series B Preferred Stock would have been convertible had stockholder approval been obtained. If such stockholder approval is obtained, the Series B Preferred Stock will automatically convert into Series A Convertible Preferred Stock.

⁴Payments on the Series B Convertible Preferred Stock under clause (ii) under this heading, and under clause (b) of footnote 4, prior to stockholder approval are subject to compliance with NYSE rules.



Conversion:	The holders of the Convertible Preferred Stock will have the right to convert, at the option of the holder at any time, shares of the Convertible Preferred Stock into shares of Common Stock. The total number of shares of Common Stock into which the Convertible Preferred Stock may be converted initially will be determined by dividing (a) the aggregate Liquidation Preference by (b) the Conversion Price (as defined below). The initial “Conversion Price” shall be $5.00.

Selling Restrictions:	Neither the Investor nor Holders (as defined below) will be permitted to sell or transfer any of the Convertible Preferred Stock to any competitor or key supplier or vendor specified in advance by the Company on Annex 1 to Exhibit A.

Preemptive Rights:	For so long as the Investor owns 25% or more of the original Convertible Preferred Stock, in order to enable the Investor to maintain its proportionate equity ownership interest, the Investor shall have preemptive rights with respect to all equity offerings, including, without limitation, sales or issuances of Common Stock or equivalents, common equity-linked securities and securities convertible into or exercisable or exchangeable for Common Stock, other than: stock dividends; stock splits or subdivisions; reclassifications, redomestications and similar transactions (except to the extent that new capital is raised in connection therewith); equity kickers to bona fide lenders; issuances in respect of any equity incentive, stock option, restricted stock or similar plan approved by the Board of Directors; issuances in respect of acquisitions; issuances in respect of any shareholder rights plan; or issuances in respect of conversion of the Convertible Preferred Stock. Any offer and sale of securities pursuant to such right will be made on the same terms and conditions (including timing and accredited investor status) as offered to third parties (except that voting and other rights of such securities, or actual issuance of such securities to the Investor, may be restricted to comply with NYSE shareholder approval requirements and, if in the opinion or the underwriter or placement agent for the offering, the inability of the Investor to purchase such securities at the same time as the other offerees would adversely affect the offering, then such securities will not be subject to such preemptive rights (an “underwriters’ cutback”)). The percentage of securities offered that are subject to such right will be based on the outstanding shares of Common Stock (including the Common Stock underlying the Convertible Preferred Stock). Such pre-emptive right shall not be time limited. If preemptive rights are not exercised in connection with any offering to which they apply (other than due to an underwriters’ cutback), then such rights shall terminate with respect to such offering only.



Anti-Dilution:	The terms of the Convertible Preferred Stock will include customary anti-dilution protections as set forth below. The Conversion Price (and the number of shares for which the Convertible Preferred Stock may be converted (the “Conversion Shares”)) will be adjusted upon: • stock split or subdivision of the Common Stock (in which case the number of Conversion Shares will be increased proportionately and the Conversion Price decreased proportionately); • reverse stock split or consolidation of the Common Stock (in which case the number of Conversion Shares will be decreased proportionately and the Conversion Price increased proportionately); • reclassification of the Common Stock (i.e., an event where the Company’s common stock is changed into another type or class/classes of capital stock typically pursuant to corporate action, e.g. amending the Company’s capitalization in its charter) (in which case the holder of Convertible Preferred Stock will get the right to convert its Convertible Preferred Stock into the amount and type of capital stock it would have received had it converted its Convertible Preferred Stock prior to the change; Conversion Price is changed accordingly); • except to the extent of dividends which are paid on the Convertible Preferred Stock under the heading “Dividends” above, common stock dividends on the Common Stock (in which case the number of Conversion Shares will be increased to a number of shares equal to the number of shares which a holder of the Convertible Preferred Stock would have after the dividend is paid if had it converted its Convertible Preferred Stock prior to the dividend and the Conversion Price is reduced proportionately); and • consolidation, merger or sale of assets (in which case the holder of the Convertible Preferred Stock will get the right to convert its Convertible Preferred Stock into the amount and type of consideration it would have received had it converted its Convertible Preferred Stock prior to the change; Conversion Price remains the same).



Change of Control:	Upon a change of control, each holder of Convertible Preferred Stock shall have the right to require the Company to repurchase the Convertible Preferred Stock at a redemption price equal to the Fair Value in cash; provided, that (i) if within two years after the date of issuance thereof, the Investor or a Holder initiates a change of control process, and a change of control occurs during such two-year period, the redemption price will be equal to the Fair Value, as calculated in accordance with Annex 2 to this Exhibit A, less 75% of the Fair Value Top-Up Payment in Change of Control, irrespective of the acquiring party and (ii) notwithstanding clause (i), if the Investor initiates the Tender Offer contemplated by Exhibit B, upon a change of control in connection with that process during the Go-Shop Period or the Go-Shop Extension, where the Investor is not the acquiring party, the redemption price will be equal to the amount such holders would have received had they converted the Convertible Preferred Stock into shares of Common Stock immediately prior to such transaction. The “Fair Value” of each share of Convertible Preferred Stock shall be equal to the Black Scholes value calculated in accordance with Annex 2 to this Exhibit A. Change of control shall mean an ownership change greater or equal to 35% (without taking into account the Convertible Preferred Stock).

Company Redemption:	After Year 4, if the daily VWAP of Company’s Common Stock has been at least 175.0% of the Conversion Price for at least 40 trading days during a period of 60 consecutive trading days, the Company may elect, by delivery of no less than 30 days’ advance written notice to the Investor (during which advance notice period Investor shall be free to convert its Convertible Preferred Stock), to redeem all or a portion of the Convertible Preferred Stock at a redemption price equal to the Liquidation Preference. After the end of Year 7, the Company may elect, by delivery of no less than 30 days’ advance written notice to the Investor (during which advance notice period Investor shall be free to convert its Convertible Preferred Stock), redeem all or a portion of the outstanding Convertible Preferred Stock (including the Series B Convertible Preferred Stock) at a redemption price equal to the Liquidation Preference.

Mandatory Redemption:	For a period (the “Put Period”) of six months beginning at the end of Year 7 (the “Initial Put Date”), each holder of Convertible Preferred Stock (including the Series B Convertible Preferred Stock) shall have the right to require the Company to repurchase such Convertible Preferred Stock at a redemption price equal to the Liquidation Preference. The Company shall provide written notice of the Initial Put Date to each holder of such Convertible Preferred Stock not more than 30 days in advance of such date (the “Put Notice Date”); provided that, if the Company fails to provide notice on or during such 30 day period in advance of the Put Notice Date, the Put Period will not expire until the later of six months after the Company provides such notice and six months after the Initial Put Date.



Registration Rights:	Investor will be entitled to customary demand, piggyback and shelf registration rights with respect to the shares of Common Stock underlying the Convertible Preferred Stock (which may be exercised prior to conversion).

Representations & Warranties:	Customary representations and warranties of Investor and the Company.

Voting Rights:	Except as otherwise required by law, the Convertible Preferred Stock (excluding the Series B Convertible Preferred Stock) shall vote (i) as a class (A) on matters adversely affecting Convertible Preferred Stock and (B) in the election of the Preferred Directors, (ii) together with the holders of Common Stock, as a single class, upon any matter submitted (subject to the limitations in the next sentence with respect to the election of directors) to the stockholders for a vote and shall have that number of votes per share as is equal to the number of whole shares of Common Stock into which each such share of Convertible Preferred Stock held by such holder could be converted on the record date established for such purpose. Pursuant to the Transaction Agreement for the Tender Offer and/or a Stockholders Agreement for the Share Purchase, it is expected that the Investor shall be entitled to representation on the Board (including the Preferred Directors) under certain circumstances that is proportional to the Investor's fully diluted ownership of Common Stock and, only as necessary to give effect thereto, the Convertible Preferred Stock (excluding the Series B Convertible Preferred Stock) shall vote together with the holders of Common Stock, as a single class, for the election of directors (and shall have the same number of votes in connection therewith as is described above). Except as otherwise required by law, the Series B Convertible Preferred Stock shall vote as a class on matters adversely affecting such Convertible Preferred Stock.



Protective Provisions:	For so long as 25% of the original Convertible Preferred Stock (excluding the Series B Convertible Preferred Stock, but including (with respect to increases of the size of the board only) any shares of Common Stock issued upon conversion) remains outstanding, without the written consent of the holders of a majority of the Series A Convertible Preferred Stock, the Company will not (and, where applicable, will not permit any of its subsidiaries to), among other things: • amend or modify the charter or by-laws of the Company in any manner that adversely affects the rights, preferences or privileges of the holders of such Convertible Preferred Stock (including any such amendment effected by reason of or in connection with any merger or consolidation involving the Company); • authorize or issue any shares of stock ranking senior to or in parity with such Convertible Preferred Stock with respect to the payment of dividends, distributions upon liquidation, redemption or any other rights, subject to certain exceptions; or • increase the size of the board of directors of the Company in excess of 11. For so long as 50% of the original Series B Convertible Preferred Stock remains outstanding, without the written consent of the holders of a majority of the Series A and B Convertible Preferred Stock, the Company will not (and, where applicable, will not permit any of its subsidiaries to), among other things: • amend or modify the charter or by-laws of the Company in any manner that adversely affects the rights, preferences or privileges of the holders of such Convertible Preferred Stock (including any such amendment effected by reason of or in connection with any merger or consolidation involving the Company); or • authorize or issue any shares of stock ranking senior to or in parity with such Convertible Preferred Stock with respect to the payment of dividends, distributions upon liquidation, redemption or any other rights, subject to certain exceptions.
Conditions to the Share Purchase:	Customary closing conditions, including: • The waiting period under the HSR Act necessary for the acquisition of the Convertible Preferred Stock shall have expired or been earlier terminated and any other required regulatory approvals shall have been received; • Reimbursement of documented out-of-pocket, third-party costs related to the purchase of the Convertible Preferred Stock (capped at $500,000); and • Other customary closing conditions.



Board of Directors:	For so long as the Investor, or one or more permitted transferees of Investor approved by the Company’s board of directors, such approval not to be unreasonably withheld (the Investor and each such transferee, a “Holder”), holds a percentage of Convertible Preferred Stock (excluding the Series B Convertible Preferred Stock, but including Common Stock acquired as a result of conversion of Series A Convertible Preferred Stock) that represents: • 75% or more of the originally issued shares of such Convertible Preferred Stock (or the shares of Common Stock issuable upon conversion), such Holders will have the right to designate 2 directors to the Company’s board of directors (each, a “Preferred Stock Director”); • 25% or more (but less than 75%) of the originally issued shares of such Convertible Preferred Stock (or the shares of Common Stock issuable upon conversion), such Holders will have the right to designate 1 director to the Company’s board of directors; or • less than 25% (more than 0%) of the originally issued shares of Convertible Preferred Stock (or the shares of Common Stock issuable upon conversion), such Holders will have the right to appoint an observer (approved by the Company’s board of directors, which approval shall not be unreasonably withheld) to the Company’s board of directors, subject to confidentiality and other customary terms. At least one Preferred Stock Director shall be appointed as members of committees of the board (including the Nominating and Governance Committee and Compensation Committee, but excluding the special committee formed to handle the 2015 annual meeting of stockholders unless the Tender Offer proposal is terminated by the parties), subject to compliance with NYSE rules regarding qualification. The Company shall be prohibited from making a general delegation of the powers of the board to any committee that does not have a Preferred Stock Director as member, except in relation to review or approval of transactions or matters involving conflicts of interest with a Holder. The definitive documents shall include all relevant provisions relating to Investor’s right to designate such directors in its sole discretion, subject to NYSE requirements and the board’s currently published director qualifications. If a Preferred Stock Director or observer appointed by the Holders is removed, resigns or otherwise ceases to be a director of the Company for any reason, such Holders shall be entitled to appoint his or her replacement.

Publicity:	Unless otherwise required by applicable law, neither the Investor nor the Company shall make any public statement, release or announcement regarding this Preliminary Term Sheet, the Share Purchase or the Tender Offer without the prior written consent of the other party.

Annex 1

Restricted Transferees

Energoprom Group

Graphite India Limited

Electrocarbon S.A. (also known as Slatina)

HEG Limited

Henan Sanli Carbon Products Co., Ltd.

Hunan Yinguang Carbon Co., Ltd.

Xuzhou Jiang Long Carbon Co., Ltd.

Jinneng Datong Carbon Co., Ltd.

Kaifeng Carbon Company Limited

Hebei Shuntian Electrode Co. Ltd, fka (Laishui Long Great Wall Electrode Co., Ltd.)

Fangda Group (Fushun, Chengdu, Hefei and Lanzhou)

Liaoyang Carbon Co., Ltd.

Liaoyang Shoushan Carbon Factory

Linyi County Lubei Carbon Co., Ltd.

Linzhou Electrical Carbon Co., Ltd

Linzhou Hongqiqu Electrical Carbon Co., Ltd.

Nantong Yangzi Carbon Co., Ltd. (also known as Nantong River-East Carbon Joint Stock Co., Ltd.)

Nippon Carbon Company, Co., Ltd.

SEC Carbon Limited

SGL Group

Shandong Basan Carbon Co., Ltd.

Shijiazhuang Huanan Carbon Factory

Showa Denko K.K.

Sinosteel Carbon Co., Ltd. (Jilin, Songjiang)

Showa Denko Sichuan Carbon Co., Ltd.

Superior Graphite

Tokai Carbon Co., Ltd.

Ukrainian Graphite Pubjsc (also known as Ukrainsky Grafit Company)

Henglongjiang Xinyuan Carbon Co., Ltd.

Pingdingshan Sanji Carbon Co., Ltd.

Dandong Xinxing Carbon Co., Ltd.

Neimeng Xinghe Xingyong Carbon

Fushun Jinli Petrochemical Co., Ltd.

Linghai Hongfeng Carbon Co., Ltd.

Shanxi Zhiyao Carbon Co., Ltd.

Xinghe Muzi Carbon Co., Ltd.

Xuzhou Jinno Graphite Co., Ltd.

Datong Xincheng Carbon Co., Ltd.

Shanxi Hongte - SGL JV

Xinzhengshi Yudian Carbon Co., Ltd.

Handan Huayuan Carbon Co., Ltd.

Mersen S.A.

Toyo Tanso Co. Ltd.

Ibiden Co., Ltd.

Phillips 66 Company

C-Chem Co., Ltd.

Mitsubishi

Nippon Steel Chemical Co.

Sumitomo Corporation

Koch Industries, Inc.

The Morgan Crucible Company PLC

Restricted Transferees means the companies listed and their subsidiaries and affiliates. Restricted Transferee names are based on information available and discrepancies in company names shall not be deemed to exclude such entities from applicable restrictions.

Annex 2

Fair Value

EXHIBIT 99.2

Brookfield Capital Partners Ltd.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3

April 29, 2015

Board of Directors

GrafTech International Ltd.

Suite 300 Park Center I

6100 Oak Tree Boulevard

Independence, Ohio 44131

Re: Tender Offer for Shares of GrafTech International Ltd.

Gentlemen:

Brookfield Capital Partners Ltd. ("Brookfield" or “we”) is pleased to advise you that our diligence efforts have confirmed our view on value, our confidence in GrafTech's management team and our conviction that, although not without some risk, GrafTech's business plan is the right long-term strategy for the Company and its stockholders. We believe that Brookfield, as a well-capitalized, knowledgeable and experienced partner, can help GrafTech successfully implement its business plan and assure the Company's long-term prospects. Accordingly, Brookfield hereby proposes a tender offer for up to 100% of the Company’s outstanding common stock (the “Tender Offer”) pursuant to the terms set forth in Exhibit A attached hereto. We understand that the Board has unanimously approved this letter of intent (this "Letter"). We are also proposing to purchase certain convertible preferred stock of GrafTech (the “Preferred Share Purchase”) pursuant to a separate letter of intent between the Company and Brookfield (the “Share Purchase Letter”).

1. Tender Offer Definitive Documentation.

(a) Tender Offer Purchase. Each of the Parties hereby agrees to use its commercially reasonable best efforts to prepare and negotiate all definitive documents, reasonably and in good faith, for the Tender Offer, in accordance with the terms set forth in Exhibit A within 30 days after execution hereof.

(b) The Company is not aware of any material information regarding the Company or its prospects that it has not previously disclosed, either to the public or to Brookfield (subject to the Confidentiality Agreement between Brookfield and GrafTech dated as of March 20, 2015), or that it will disclose concurrently with the public disclosure of this Letter that would cause it to reconsider its interest in pursuing the Tender Offer or the terms or conditions thereof. Brookfield is not aware of any material information, including the information regarding management, results and outlook and the consequences of the transactions contemplated by the Tender Offer in relation to a change of control for purposes of equity and benefit plans, credit facilities, senior notes and senior subordinated notes, that would cause it to reconsider its interest in pursuing the Tender Offer or the terms or conditions thereof.

3. Conditions to the Tender Offer.

(a) In addition to the other terms and conditions set forth in this Letter and Exhibit A, consummation of the Tender Offer will be subject to execution and delivery of definitive agreements that are mutually acceptable to Brookfield and the Board and the satisfaction or waiver of any conditions set forth therein.

(b) The Parties agree that consummation of the Tender Offer will not be subject to any financing condition.

4. Exclusivity and No Shop.

(a) For so long as this Letter shall remain in effect, GrafTech shall not, and shall cause each of its subsidiaries and its and their Representatives (as defined in the Confidentiality Agreement (as defined below)) not to, directly or indirectly (i) solicit, initiate, encourage, induce, or facilitate any inquiries, offers or the making or announcement of any proposal or other action designed to facilitate any inquiries or proposals that constitutes or may reasonably be expected to lead to a Competing Proposal, (ii) furnish any information regarding GrafTech or any of its subsidiaries or provide any access to the properties, books and records of GrafTech or its subsidiaries to any person in connection with or in response to a Competing Proposal or an inquiry or indication of interest that may reasonably be expected to lead to a Competing Proposal, (iii) initiate, engage or participate in discussions with respect thereto (except for the limited purposes of notifying such person of the existence of the provisions of this Section 4(a)), or (iv) approve, endorse, or recommend, or enter into any agreement, arrangement or understanding with respect to any Competing Proposal (including any confidentiality agreement, letter of intent, letter of interest, term sheet, agreement in principle, memorandum of understanding, merger agreement, asset purchase agreement, share exchange agreement, option agreement or other similar agreement (whether binding or not) constituting or related to or intended to, or that may reasonably be expected to lead to, a Competing Proposal, or that is intended or that may reasonably be expected to result in the abandonment, termination or failure to consummate the Tender Offer. Without limiting the generality of the foregoing, GrafTech acknowledges and agrees that the violation of or the taking of any action inconsistent with any of the restrictions set forth in the preceding sentence by any Representative of GrafTech or any of its subsidiaries, whether or not such Representative is purporting to act on behalf of GrafTech or any of its subsidiaries, shall be deemed to constitute a breach of this Section 4 by GrafTech.

(d) For purposes of this Letter, “Competing Proposal” means any proposal, offer, indication of interest or inquiry from any person or group for, whether in one transaction or a series of related transactions, or relating to any (a) merger, consolidation, share exchange or business combination involving more than 10% of the total voting power of any class of the capital stock of GrafTech, (b) sale, lease, exchange, mortgage, transfer or other disposition, directly or indirectly, by merger, consolidation, combination, reorganization, share exchange or any similar transaction, of any assets of GrafTech and its subsidiaries representing 10% or more of the consolidated assets of GrafTech and its subsidiaries (including equity securities of the subsidiaries), measured either by book value or fair market value, (c) issuance, sale or other disposition by GrafTech of (including by way of merger, consolidation, share exchange or any similar transaction) securities (or options, rights or warrants to purchase, or securities convertible into, such securities) representing 10% or more of the votes associated with the outstanding voting of any class of equity securities of GrafTech, (d) tender offer or exchange offer in which any person or “group” (as such term is defined under the Exchange Act) shall acquire beneficial ownership (as such term is defined in Rule 13d-3 under the Exchange Act), or the right to acquire beneficial ownership, of 10% or more of the outstanding GrafTech common stock or any class of equity securities of GrafTech, (e) recapitalization, liquidation, dissolution or other similar type of transaction with respect to GrafTech which would result in any person or group acquiring 10% or more of the fair market value of the assets (including capital stock of the subsidiaries) of GrafTech its subsidiaries taken as a whole (including equity securities of the subsidiaries), (f) any debt or equity financing transaction that would be competitive with or a substitute for the Tender Offer (including any refinancing of any securities of the Company’s senior subordinated notes) or (g) transaction which is similar in form, substance or purpose to any of the foregoing transactions.

5. Fees and Expenses. Except as otherwise provided herein, each Party will bear its own fees and expenses (including the fees and expenses of legal counsel,

accountants, investment bankers, brokers, or other representatives or consultants) incurred in connection with the transactions contemplated herein.

6. Confidentiality; Publicity. This Letter and its terms are confidential and subject to the Confidentiality Agreement dated as of March 20, 2015 between the Parties (the “Confidentiality Agreement”). Without limiting the foregoing, neither the Company nor Brookfield will make any public announcement regarding the Tender Offer or the Preferred Share Purchase, or the existence or contents of this Letter or the Share Purchase Letter, without mutual consent, subject to requirements of law or regulatory bodies. The Parties intend to issue a mutually acceptable press release or press releases to announce the transactions contemplated hereby promptly after the execution and delivery of this Letter.

8. Termination.

(b) This Letter shall terminate and be of no further force or effect 90 days from the date hereof.

pursuant to Section 8(a)(iii) for purposes of this Section. The Termination Fee payable pursuant to this Section 8 shall be paid by wire transfer of same-day funds on the date of consummation of the Competing Proposal. For the avoidance of doubt, the Termination Fee shall be subject to an aggregate cap of $7,500,000 under this Letter and the Share Purchase Letter.

(e) The Company shall reimburse Brookfield for its reasonable, out-of-pocket fees and expenses (including the reasonable fees and expenses of legal counsel, accountants, investment bankers, brokers, or other representatives or consultants) up to $500,000 (the “Expense Reimbursement”) incurred in connection with the transactions contemplated herein if Brookfield terminates this Letter pursuant to Section 8(a)(iii). The Expense Reimbursement payable pursuant to this Section 8(e) shall be paid by wire transfer of same-day funds within three (3) business days of the date of termination. For the avoidance of doubt, the cap on Expense Reimbursement shall be an aggregate cap applicable to any such reimbursement under this Letter, the Share Purchase Letter and Exhibit A of the Share Purchase Letter.

9. Entire Agreement; Counterparts. The Confidentiality Agreement, this Letter and the Share Purchase Letter contain the entire agreement between the Parties with respect to the subject matter hereof and thereof and cancel and supersede all of the previous or contemporaneous contracts, representations, warranties and understandings (whether oral or written) by or between the Parties with respect to such subject matter. This Letter may be signed in any number of counterparts, each of which shall constitute an original instrument, but all of which together shall constitute one and the same instrument. This Letter shall become effective at such time as counterparts shall have been executed and delivered by each of the Parties, regardless of whether each of the Parties has executed the same counterpart. It shall not be necessary when making proof of this Letter to account for any counterparts other than a sufficient number of counterparts which, when taken together, contain signatures of both of the Parties. A PDF or facsimile of an original shall be as effective as delivery of such original.

other right, power or remedy of such Party or shall, except to the extent so waived, impair, limit or restrict the exercise of such right, power or remedy.

11. Assignment; Successors; Third Party Beneficiaries. Neither Party will assign any of its rights or delegate any of its duties under this Letter (by merger, consolidation, operation of law or otherwise) without the prior written consent of the other Party. This Letter shall inure to the benefit of the Parties and their respective successors and permitted assigns. Any assignment of rights or delegation of duties under this Letter by a Party without the prior written consent of the other Party shall be void. No assignment of rights or delegation of duties hereunder, or other transfer of rights or duties hereunder by merger, consolidation, operation of law or otherwise, shall relieve the assignor, delegator or transferor of its obligations hereunder. This Letter will not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns, including, without limitation, stockholders, creditors, employees, officers, directors, members, partners, investors, controlling stockholders, agents or representatives of the Parties. Without limiting the foregoing sentence, Brookfield does not owe any fiduciary duty to GrafTech or its stockholders by reason of this Letter.

in any court in such State and any claim that it may now or hereafter have that any such proceeding in any court in such State has been brought in an inconvenient forum and WAIVES TRIAL BY JURY IN ANY SUCH PROCEEDING.

[SIGNATURE PAGES FOLLOW]

EXHIBIT 99.2

IN WITNESS WHEREOF, this Letter has been duly executed and delivered by the duly authorized officers of the Parties hereto as of the date first herein above written.

GRAFTECH INTERNATIONAL LTD.

By:            /s/ Joel L. Hawthorne
    Name:    Joel L. Hawthorne
    Title:    Chief Executive Officer and President

BROOKFIELD CAPITAL PARTNERS LTD.

By:            /s/ David Nowak
    Name:    David Nowak
    Title:    Managing Partner

By:            /s/ Peter Gordon
    Name:    Peter Gordon
    Title:    Managing Partner

[SIGNATURE PAGE TO TENDER OFFER LOI]

EXHIBIT 99.2

Exhibit A

Tender Offer – Preliminary Terms and Conditions




Tender Offer:	$5.05 per share for 100% of the Company’s outstanding Common Stock.

Commencement of Tender Offer:	Within 5 days of execution of the Transaction Agreement.

Go-Shop Period:	35 days, commencing immediately upon the public announcement of the execution of the Transaction Agreement (the “Go-Shop Period”). Following the Go-Shop Period, the Company shall be subject to standard exclusivity arrangements, including a customary non-solicitation provision; provided, that one or more parties designated by the Company (before, or within one business day after, the expiration of the Go-Shop Period) as having made an alternative proposal that constitutes, or is reasonably likely to lead to, a superior proposal during the Go-Shop Period (each, an “Excluded Party”) and the Company may continue to have discussions and negotiations and conduct due diligence for an additional fifteen (15) days after the Go-Shop Period (the “Go-Shop Extension”).

Expiration of Tender Offer:	The Tender Offer will expire at the end of the day on the 10th business day after the later of the expiration of the Go-Shop Period or, if applicable, the Go-Shop Extension (the “Initial Tender Period”), but not beyond the date set forth under the heading “Drop-Dead Date” below. In addition, (i) if the Minimum Condition is satisfied at the end of the Initial Tender Period, the Tender Offer shall be extended for successive 10 business day periods (subject to the continued satisfaction of the Minimum Condition) until all conditions are satisfied or waived (subject to the Drop-Dead Date provision and any termination rights) and (ii) if the Minimum Condition is not satisfied or waived at the end of the Initial Tender Period, the Investor may extend the Tender Offer in its sole discretion for successive 10 business day periods until all conditions are satisfied or waived.¹

Drop-Dead Date:	150 days after execution of the Transaction Agreement.

¹NTD: Annual Meeting will be pushed to a date after expiration of Tender Offer. The time period for any stockholder approval of the Series B Convertible Preferred Stock will correspondingly be pushed back



Conditions to the Tender Offer:	Customary closing conditions, including: • Minimum number of shares tendered must result in the Investor’s aggregate ownership equaling no less than 30% of the Company’s common stock outstanding on a fully diluted basis (which, for the avoidance of doubt, shall take into account any shares convertible into common acquired or to be acquired by the Investor via the Share Purchase (including, for the further avoidance of doubt, the shares that would be underlying the Series B Convertible Preferred Stock as if approved by shareholders)) (the “Minimum Condition”). • The waiting period under the HSR Act necessary for the acquisition of the Common Stock shall have expired or been earlier terminated and other agreed regulatory approvals have been received. • The Company has not taken any actions or made any change in connection with its Common Stock, such as a split, combination, redemption, sale, new issuance or declaration or payment of a dividend or any other action adverse to the interests of the Investor. • No other tender offer or exchange offer, and no merger, acquisition, consolidation, reorganization, sale of assets, liquidation or dissolution involving the Company, has been made or proposed by the Company or by a third party that the Company has accepted, recommended, or failed to reject. • No MAC (as defined below). • Other customary conditions (and, for the avoidance of doubt, obtaining consents or waivers to avoid a default of or acceleration under the Company’s revolving credit facility, senior notes or senior subordinated notes as a result of the transactions contemplated hereby shall not constitute such a condition). The Investor shall, prior to execution of the Transaction Agreement, provide evidence that it has the capital available to fund the transactions contemplated by the Transaction Agreement.

Merger:	The Investor shall consummate a merger if shares tendered in the Tender Offer and shares acquired in the Share Purchase are equal to or greater than 80% of the outstanding Common Stock (which, for the avoidance of doubt, shall take into account any shares convertible into common acquired or to be acquired by the Investor via the Share Purchase (including, for the further avoidance of doubt, the shares that would be underlying the Series B Convertible Preferred Stock as if approved by shareholders)). The consideration paid in the merger shall be the same as the price paid in the Tender Offer.



Covenants:	The Company shall provide all cooperation reasonably necessary to assist the Investor in commencing the Tender Offer, including providing all information necessary to be included in the documentation for the Tender Offer, and the Company’s Board of Directors (the “Board”) shall agree to recommend the Tender Offer to the Company’s stockholders by filing a Solicitation/Recommendation Statement on Schedule 14D-9 (the “14D-9”) with the SEC (the “Recommendation”) on the date that the Tender Offer is commenced, subject to customary exclusions and limitations. The Investor shall provide all cooperation reasonably necessary to assist the Company with the filing of the 14D-9 and any related filings thereto. The Investor and the Company to use reasonable best efforts to obtain required regulatory approvals to complete the Tender Offer; provided that neither the Company nor the Investor shall be required to effect any divestitures or take any similar actions in order to obtain any regulatory approval necessary to complete the Tender Offer. Customary interim operating covenants between the date of the Transaction Agreement and the expiration of the Tender Offer, including, among other things: • Restrictions on incremental indebtedness, subject to customary exclusions and limitations as set forth in the Transaction Agreement; • Restrictions on significant transactions, including sales and purchases of assets and merger and consolidation with any other entity (excluding currently planned asset sales); • Restrictions on amendments to the Company’s organizational documents (other than in connection with the Share Purchase and related transactions); • Restrictions on split, combination or reclassification of any capital stock or declaration or payment of any dividend or other distribution; and • Restrictions on issuance and redemption of securities and instruments convertible, exchangeable or exercisable for securities (other than in connection with employee and director awards in the ordinary course or under existing employment plans and agreements).



Termination / Breakup Fee:	If the Transaction Agreement is terminated by (i) the Investor if the Board changes its Recommendation after compliance with the requirements set forth in the Transaction Agreement or (ii) by the Company if the Company enters into a definitive agreement with respect to an alternative proposal received after the date of the Transaction Agreement that the Board determines in good faith, in consultation with its advisers, is a superior proposal, after compliance with the requirements set forth in the Transaction Agreement, then the Company shall pay to the Investor an amount in cash equal to: • $7.5 million, if such termination occurs during the Go-Shop Period or in connection with a transaction with an Excluded Party prior to the end of the Go-Shop Extension; or • $20 million, if such termination does not occur during the Go-Shop Period or in connection with an Excluded Party prior to the end of the Go-Shop Extension. Customary termination rights and deal protections, including (i) a fiduciary-out, (ii) MAC out (as defined below) and (iii) specific performance (in lieu of a reverse break-up fee). For this purposes, a “MAC” means a change has occurred, is occurring or is reasonably likely to occur in the business, assets, liabilities, financial condition, capitalization, operations or result of operations of the Company that would reasonably be expected to be materially adverse to on the Company, subject to customary exclusions and limitations. For the avoidance of doubt, events affecting capital or credit markets generally, regulatory or governmental changes affecting businesses or industries generally, changes in the financial condition, performance, or prospects for the Company that have been specifically disclosed in the Transaction Agreement, changes in business conditions or prospects affecting the Company’s industries generally, asset sales in the ordinary course and default of or acceleration under the Company’s revolving credit facility, senior notes or senior subordinated notes as a direct result of the transactions contemplated hereby shall not constitute such a change. Except for legal fees and costs incurred in connection with enforcement of the Transaction Documents, neither party shall be responsible for costs or expenses of the other party.

Change in Recommendation:	The Board shall agree to not change its Recommendation unless, after compliance with customary provisions in the Transaction Agreement, the Board has determined in good faith, in consultation with its advisors, that an alternative proposal received after the date of the Transaction Agreement is a superior proposal and failure to change the Recommendation would be inconsistent with the Board’s fiduciary duties.



Standstill:	After consummation of the Tender Offer, for so long as (i) a director designated by the Investor is on the Board or (ii) the Investor holds more than 35% of the Company’s issued and outstanding Common Stock on a fully diluted basis (including shares of Common Stock issuable upon conversion of Convertible Preferred Stock (including, for the avoidance of doubt, the shares that would be underlying the Series B Convertible Preferred Stock if approved by shareholders)), and in each case for a six month period thereafter (the “Standstill Period”), the Investor and its affiliates shall not, without the consent of a majority of the non-Investor designated members (as defined below) of the Board, directly or indirectly, alone or in concert with others: • acquire, offer or publicly announce its intention to acquire, by purchase or otherwise, additional Common Stock or direct or indirect rights, warrants or options to acquire, or securities exchangeable for or convertible into, Common Stock that would increase the investor's ownership percentage to more than 45% of the outstanding Common Stock (including shares underlying Convertible Preferred Stock), calculated in accordance with the beneficial ownership rules set forth in Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided that the Investor shall be permitted to make private offers to the Board to acquire additional Common Stock or Convertible Preferred Stock; • make, or in any way participate in, any solicitation of proxies to vote or seek to advise or influence in any manner whatsoever any person with respect to the voting of any voting securities of the Company, other than in support of the Company’s nominees (the “Proxy Contest Standstill”); • make, announce, disclose publicly, propose publicly or induce or attempt to induce any other person to initiate any stockholder proposal; • form, join or any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any voting securities of the Company; • acquire, offer to acquire or agree to acquire, alone or in concert with others, any of the assets of the Company or any of its affiliates; or • seek to propose to the stockholders any merger, business combination, restructuring, recapitalization or other transaction to or with the Company; or • make any public request or proposal to amend, waive or terminate any provision of this standstill provision. Notwithstanding the foregoing provisions, the Investor shall not be prohibited from making any non-public proposal to the Board. In addition, no additional shares may be purchased under the first bullet above within 90 days after the final expiration of the Tender Offer. Notwithstanding the foregoing provisions, if at any time during the Standstill Period (i) the Company enters into any agreement with any third party that would result in a change in control of the Company, (ii) an unaffiliated third party commences a bona fide tender or exchange offer which, if consummated, would constitute a change in control of the Company and the Board either accepts such offer or fails to recommend that its stockholders reject such offer within ten (10) business days from the date of commencement of such offer or (iii) the Company announces a process seeking to solicit a third party to enter into a transaction which is likely to



	result in a change of control, then the standstill restrictions set forth in the preceding paragraph shall terminate. Notwithstanding the foregoing provisions, if at any time during the Standstill Period an unaffiliated third party commences a bona fide proxy solicitation which, if successful, would constitute a change in control of the Company (a “Proxy Contest”), then the Proxy Contest Standstill restrictions set forth in the preceding paragraph shall cease to apply, but only in respect of support of the Company’s nominees and opposition to such third party’s nominees for that Proxy Contest.
Public Stockholder Protections:	• Voting Restrictions and Proportional Representation o If the Investor owns less than 35% of the outstanding Common Stock (which, for the avoidance of doubt, shall take into account any Common Stock underlying convertible securities, including Common Stock underlying the Convertible Preferred Stock (including, for the further avoidance of doubt, the Common Stock that would be underlying the Series B Convertible Preferred Stock as if approved by shareholders)), the Investor may vote all its shares in its sole discretion. o If the Investor owns at least 35% of the outstanding Common Stock (determined as provided in the preceding bulleted clause), the Nominating and Governance Committee shall recommend and the Board shall nominate individuals designated by the Investor (“Investor designated members”) to fill a number of seats on the Board (including the Preferred Stock Directors, if applicable) proportional, but no more than proportional, to the Investor’s ownership interest (determined in the same manner) and the Investor shall vote all its shares in favor of the Company’s entire slate of director nominees. The non-Investor designated members of the board shall be entitled to recommend and nominate all other nominees for election to the Board, whether by the Board or by shareholders and, in all events, at least three members of the Board shall consist of members so independently recommended and nominated. o In the event that the Investor acquires additional shares of Common Stock after consummation of the Tender Offer under the exception to the standstill allowing the Investor to acquire up to 45% of the Common Stock or equivalents, such additional shares shall be voted by the Investor either (A) in proportion to the votes of all stockholders entitled to vote other than the Investor and its affiliates or (B) in accordance with the recommendation of the non-Investor designated members of the Board. o For the avoidance of doubt, the Investor shall always be entitled to vote any shares of Convertible Preferred Stock in its sole discretion. • Other than arm’s length transactions approved by the Audit and Finance Committee in accordance with procedures currently in effect, transactions between the Company and an affiliate of the Investor will require approval of either (i) a majority of the disinterested directors or (ii) holders of a majority of outstanding Common Stock (not including the Investor). • Customary confidentiality provisions.

EXHIBIT 99.3

CONTACT:

Kelly Taylor

Director, Investor Relations

(216) 676-2000

GrafTech Announces Letters of Intent with Brookfield Asset Management for

Preferred Equity Investment and Tender Offer

Preferred Equity Investment of $150 Million Reflects Brookfield’s Confidence in GrafTech’s Strategic Priorities and Ability to Enhance Value;

Tender Offer to Purchase GrafTech Shares Would Be at $5.05 Per Share;

Annual Meeting Postponed

INDEPENDENCE, Ohio -- April 29, 2015 -- GrafTech International Ltd. (NYSE:GTI) today announced its Board of Directors has unanimously approved entering into a letter of intent regarding the potential sale of $150 million of 7% convertible preferred shares in a private offering to an affiliate of Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) (“Brookfield”), a global alternative asset manager with more than $200 billion in assets under management. GrafTech announced that the Board also unanimously approved entering into a separate letter of intent for a possible tender offer by Brookfield to acquire outstanding shares of GrafTech common stock.

Possible Issuance of 7% Convertible Preferred Shares

The first letter of intent contemplates that the convertible preferred shares would be issued in two series. One series would be immediately convertible into common shares equal to up to 19.9% of the currently outstanding shares of common stock at a conversion price of $5.00 per common share, subject to customary and anti-dilution adjustments. The other series is proposed on the same economic terms and would become convertible into common shares equal to up to 2.0% of the currently outstanding shares upon approval by stockholders in accordance with New York Stock Exchange requirements. Upon receipt of such approval, the two series would be combined into one series. Upon issuance of the preferred shares, Brookfield would have the right to add two members to the Company’s Board.

EXHIBIT 99.3

“Over the last eighteen months, we have taken deliberate steps to position the Company for the long term and believe this transaction is another example of our continued commitment to positioning the Company for success,” said Joel Hawthorne, Chief Executive Officer of GrafTech. “We are pleased to partner with Brookfield, which has a long and proven track record of success and has demonstrated confidence in our strategic plan and prospects. Brookfield shares our focus on executing a strategy that will allow GrafTech to manage through intensifying industry challenges in preparation for a cyclical upturn. While we continue to face considerable industry challenges, we have made significant progress in delivering differentiated products to customers, optimizing our portfolio and efficiently managing costs, and we are committed to achieving these objectives.”

Mark Weinberg, Managing Partner, Brookfield Private Equity, added “We are pleased to make this equity investment in GrafTech, tangible evidence that reflects our strong endorsement of the Company’s leadership, business plan and underlying asset quality. We have had the opportunity to do financial and operational due diligence including site visits to the majority of the Company’s plants. From our perspective as an owner of many businesses, including steel manufacturing, we observed operational efficiencies being achieved through GrafTech’s Lean Manufacturing management system, passionate management, engaged employees, a flat organizational structure and a keen sense of what drives long-term value in the graphite business. We look forward to a long and rewarding relationship with the Company.”

Possible Tender Offer at $5.05 per Share

The second letter of intent contemplates a potential tender offer by Brookfield to purchase up to all of the outstanding shares of GrafTech common stock at a purchase price of $5.05 per share, representing a proposed premium of 26% based on the average closing price of the Company's common shares during the 60 trading days ended April 28, 2015. Acceptance of and payment for shares tendered would be conditioned on at least approximately 15% of the outstanding shares of GrafTech common stock being tendered and not withdrawn. If more than approximately 75% of the outstanding shares of common stock are tendered and not withdrawn, it is expected that the remaining shares would be acquired in a merger transaction at the same price.

EXHIBIT 99.3

The potential tender offer, if it occurs, is intended to provide GrafTech stockholders the option to choose immediate liquidity at a premium or to participate in GrafTech as a stockholder following the closing of the tender offer (subject to the tender offer provisions) with the benefit of Brookfield sponsorship going forward. If the tender offer occurs, a stockholder might choose to accept a combination of both cash and continued ownership of GrafTech shares.

The Company believes that Brookfield has an exceptional track record sponsoring public companies in difficult underlying market conditions, including significant knowledge and experience in steel, mining and metals, and other industrial sectors.

Consummation of Transactions Under Letters of Intent Subject to Entry into Definitive Agreements

GrafTech and Brookfield intend to negotiate and execute definitive agreements regarding both the possible convertible preferred issuance and the potential tender offer in the near term. There can be no assurance that any definitive agreement will be signed or that any transaction will be consummated.

In order to give GrafTech stockholders adequate opportunity to consider the choices expected to be presented by the tender offer, GrafTech’s Board has decided to postpone the Company’s 2015 Annual Meeting of Stockholders to a later date.

Conference Call

GrafTech today also reported earnings for the first quarter ended March 31, 2015. GrafTech will host a webcast and conference call with investors and analysts to discuss this announcement and earnings at 8:00 am Eastern Time on April 30, 2015.

The live webcast will be available at www.graftech.com in the investor relations section. The dial-in telephone numbers for the live audio are:

Domestic - (877) 736-7716

International - (706) 501-7465

EXHIBIT 99.3

The rebroadcast webcast will be available following the call, and for 30 days thereafter, at www.graftech.com in the investor relations section.

Advisors

J.P. Morgan Securities LLC is serving as financial advisor to GrafTech on both the possible convertible preferred issuance and the potential tender offer, and Withers LLP and Willkie Farr & Gallagher LLP are serving as legal counsel, in connection with the negotiations regarding these prospective transactions.

About GrafTech

GrafTech International is a global company that has been redefining limits for more than 125 years. We offer innovative graphite material solutions for our customers in a wide range of industries and end markets, including steel manufacturing, advanced energy applications and latest generation electronics. GrafTech operates 18 principal manufacturing facilities on four continents and sells products in over 70 countries. Headquartered in Independence, Ohio, GrafTech employs approximately 2,400 people. For more information, call 216-676-2000 or visit www.GrafTech.com.

Notice to Investors

The possible convertible preferred issuance has not yet occurred and the potential tender offer described above has not yet commenced. This communication is not an offer to buy nor a solicitation of an offer to sell any shares of common stock of GrafTech. The solicitation and the offer to buy shares of common stock of GrafTech will only be made following definitive documentation and pursuant to a tender offer statement on Schedule TO, including an offer to purchase, a letter of transmittal and other related materials that Brookfield intends to file with the SEC. In addition, following definitive documentation, GrafTech intends to file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the tender offer. If filed, stockholders will be able to obtain the tender offer statement on Schedule TO, the offer to purchase, the Solicitation/Recommendation Statement of GrafTech on Schedule 14D-9 and related materials with respect to the tender offer and the merger, free of charge at the website of the SEC at www.sec.gov, and from any information agent named in the tender offer materials. Stockholders may also obtain, at no charge, any such documents filed with or furnished to the SEC by GrafTech under the "Investors Relations" section of GrafTech's website at www.graftech.com. STOCKHOLDERS ARE ADVISED TO READ THESE DOCUMENTS IF AND WHEN THEY BECOME AVAILABLE, INCLUDING ANY SOLICITATION/RECOMMENDATION STATEMENT OF GRAFTECH AND ANY AMENDMENTS THERETO, AS WELL AS ANY OTHER DOCUMENTS RELATING TO THE TENDER OFFER AND THE MERGER THAT ARE FILED WITH THE SEC, CAREFULLY AND IN THEIR ENTIRETY, PRIOR TO MAKING ANY DECISIONS WITH RESPECT TO WHETHER TO TENDER THEIR SHARES INTO ANY POTENTIAL TENDER OFFER BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING THE TERMS AND CONDITIONS OF ANY POTENTIAL TENDER OFFER.

EXHIBIT 99.3

Forward-Looking Statements

This news release and related discussions may contain forward-looking statements about such matters as: the proposed issuance of convertible preferred stock, the conditions to consummation of such potential issuance, the terms of any such potential issuance and stock, the use of proceeds and related matters; a possible tender offer and merger, the conditions to consummation thereof, the terms thereof and related matters; the effects of such possible issuance, tender offer and merger under equity award and benefit plans and agreements or our credit agreement, senior notes or senior subordinated notes; our outlook for 2015; future or targeted operational and financial performance; growth prospects and rates; the markets we serve; future or targeted profitability, cash flow, liquidity, sales, costs and expenses, tax rates, working capital, inventory levels, debt levels, capital expenditures, EBITDA, cost savings and business opportunities and positioning; strategic plans; stock repurchase plans; cost, inventory and supply-chain management; rationalization and related activities; the impact of rationalization, product line changes, cost competitiveness and liquidity initiatives; expected or targeted changes in production capacity or levels, operating rates or efficiency in our operations or our competitors' or customers' operations; future prices and demand for our products; product quality; diversification, new products and product improvements and their impact on our business; the integration or impact of acquired businesses; investments and acquisitions that we may make in the future; possible financing or refinancing (including factoring and supply-chain financing) activities; our customers' operations, order patterns and demand for their products; the impact of customer bankruptcies; our position in markets we serve; regional and global economic and industry market conditions, including our expectations concerning their impact on us and our customers and suppliers; conditions and changes in the global financial and credit markets; legal proceedings and antitrust investigations; our liquidity and capital resources, including our obligations under our senior subordinated notes that mature in November 2015; tax rates and the effects of jurisdictional mix; the impact of accounting changes; and currency exchange and interest rates and changes therein.

We have no duty to update these statements. Our expectations and targets are not predictions of actual performance and historically our performance has deviated, often significantly, from our expectations and targets. Actual future events, circumstances, performance and trends could differ materially, positively or negatively, due to various factors, including: failure to enter into definitive agreements relating to the preferred stock issuance on the tender offer and merger; failure to satisfy conditions to be contained in any such agreements to consummation thereof, including due to material adverse changes affecting the Company or its prospects or failure to obtain regulatory approvals; litigation in relation to such transactions; actual timing of the filing of our Form 10-K with the SEC and potential effects of delays in such filing; failure to achieve cost savings, EBITDA or other estimates; actual outcome of uncertainties associated with assumptions and estimates used when applying critical accounting policies and preparing financial statements; failure to successfully develop and commercialize new or improved products; adverse changes in cost, inventory or supply-chain management; limitations or delays on capital expenditures; business interruptions including those caused by weather, natural disaster or other causes; delays or changes in, or non-consummation of, proposed investments or acquisitions; failure to successfully integrate or achieve expected synergies, performance or returns expected from any completed investments or acquisitions; inability to protect our intellectual property rights or infringement of intellectual property rights of others; changes in market prices of our securities; changes in our ability to obtain new or refinance existing financing on acceptable terms; adverse changes in labor relations; adverse developments in

EXHIBIT 99.3

legal proceedings or investigations; non-realization of anticipated benefits from, or variances in the cost or timing of, organizational changes, rationalizations and restructurings; loss of market share or sales due to rationalization, product-line changes or pricing activities; negative developments relating to health, safety or environmental compliance, remediation or liabilities; downturns, production reductions or suspensions or other changes in steel, electronics and other markets we or our customers serve; customer or supplier bankruptcy or insolvency events; political unrest which adversely impacts us or our customers' businesses; declines in demand; intensified competition and price or margin decreases; graphite-electrode and needle-coke manufacturing capacity increases; fluctuating market prices for our products, including adverse differences between actual graphite-electrode prices and spot or announced prices; consolidation of steel producers; mismatches between manufacturing capacity and demand; significant changes in our provision for income taxes and effective income-tax rate; changes in the availability or cost of key inputs, including petroleum-based coke or energy; changes in interest or currency-exchange rates; inflation or deflation; failure to satisfy conditions to government grants; continuing uncertainty over fiscal or monetary policies or conditions in the U.S., Europe, China or elsewhere; changes in fiscal and monetary policy; a protracted regional or global financial or economic crisis; and other risks and uncertainties, including those detailed in our SEC filings, as well as future decisions by us. This news release does not constitute an offer or solicitation as to any securities. References to street or analyst earnings estimates mean those published by First Call.

Important Additional Information

GrafTech and its directors and executive officers may be deemed to be participants in the solicitation of proxies in respect of the 2015 Annual Meeting. GrafTech has filed a preliminary proxy statement with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies from GrafTech stockholders for the 2015 Annual Meeting. When completed, a definitive proxy statement and a form of proxy will be mailed to GrafTech stockholders. STOCKHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PRELIMINARY PROXY STATEMENT, THE DEFINITIVE PROXY STATEMENT AND ACCOMPANYING PROXY CARD WITH RESPECT TO THE 2015 ANNUAL MEETING AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the identity of potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the proxy statement and other materials to be filed with the SEC in connection with GrafTech’s Annual Meeting. Information regarding the direct and indirect beneficial ownership of GrafTech’s directors and executive officers in GrafTech securities is set forth in the proxy statement and other materials to be filed with the SEC in connection with GrafTech’s 2015 Annual Meeting. Stockholders will be able to obtain free copies of the proxy statement, any amendments or supplements to the proxy statement and other documents filed with the SEC by GrafTech through the web site maintained by the SEC at www.sec.gov and on GrafTech’s web site at http://ir.graftech.com/.

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