Amended Tender Offer Statement by Third Party (sc To-t/a)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE TO

Tender Offer Statement under Section 14(d)(1) or 13(e)(1)

of the Securities Exchange Act of 1934

(Amendment No. 2)

GRAFTECH INTERNATIONAL LTD.

(Name of Subject Company (issuer))

BCP IV GRAFTECH HOLDINGS LP

ATHENA ACQUISITION SUBSIDIARY INC.

its wholly-owned direct subsidiary

(Names of Filing Persons (offerors))

BROOKFIELD CAPITAL PARTNERS LTD.

BROOKFIELD CAPITAL PARTNERS IV L.P.

(Names of Filing Persons (other person(s)))

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

384313102

(Cusip Number of Class of Securities)

David Nowak

Managing Partner

Brookfield Place, 181 Bay Street, Suite 300

Toronto, Ontario MJ5 2T3

(416) 363-9491

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)

With copies to:

Michael J. Aiello, Esq.

Jackie Cohen, Esq.

Weil, Gotshal & Manges LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

CALCULATION OF FILING FEE


Transaction valuation*		Amount of filing fee**
$704,729,817.53		$81,889.60

Estimated solely for purposes of calculating the filing fee. This calculation is based on the offer to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share, of GrafTech International Ltd. (the “Company”), at a purchase price of $5.05 per share in cash, without interest thereon and subject to any required tax withholding. The underlying value of the transaction was calculated based on the sum of: (i) 137,240,008 issued and outstanding shares of common stock of the Company, multiplied by $5.05 per share; (ii) 524,283 shares of common stock of the Company underlying outstanding options with an exercise price that is less than $5.05 per share, multiplied by $0.81 per share (which is equal to the difference between $5.05 and $4.24, the exercise price of such options); and (iii) 2,226,358 shares of common stock of the Company underlying outstanding restricted stock units, multiplied by $5.05 per share. The foregoing numbers of shares of common stock, options and restricted stock units have been provided by the issuer to the offeror and are as of the close of business on May 22, 2015, the most recent practicable date. The filing fee was determined by multiplying 0.000116200 by the proposed maximum aggregate value of the transaction of $704,729,817.53.

**	The filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, and Fee Rate Advisory No. 1 for Fiscal Year 2015, issued August 29, 2014, by multiplying the transaction value by 0.000116200.

x	Check box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $81,889.60

Filing Party: BCP IV GrafTech Holdings LP and

Athena Acquisition Subsidiary Inc.

Form or Registration No.: Schedule TO

Date Filed: May 26, 2014

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the statement relates:

third-party tender offer subject to Rule 14d-1

issuer tender offer subject to Rule 13e-4

going-private transaction subject to Rule 13e-3

amendment to Schedule 13D under Rule 13d-2

Check the following box if the filing is a final amendment reporting the results of the tender offer. ¨

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

This Amendment No. 2 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed by BCP IV GrafTech Holdings LP, a Delaware limited partnership (“Purchaser”), and Athena Acquisition Subsidiary Inc., a Delaware corporation (“Acquisition Sub”) with the Securities and Exchange Commission on May 26, 2015 and subsequently amended by Amendment No. 1 to the Tender Offer Statement on Schedule TO, filed on June 18, 2015 (together with any subsequent amendments and supplements thereto, the “Schedule TO”). The Schedule TO relates to the offer by Purchaser to purchase all of the issued and outstanding shares of common stock, par value $0.01 per share (the “Shares”), of GrafTech International Ltd., a Delaware corporation (the “Company”), at a purchase price of $5.05 per Share in cash, without interest thereon and subject to any required tax withholding, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated May 26, 2015 (as amended, the “Offer to Purchase”), a copy of which is attached as Exhibit (a)(1)(A) to the Schedule TO, and in the related Letter of Transmittal (the “Letter of Transmittal”), a copy of which is attached as Exhibit (a)(1)(B) to the Schedule TO, which, together with any amendments or supplements thereto, collectively constitute the “Offer”.

All information contained in the Offer to Purchase and the accompanying Letter of Transmittal, including all schedules thereto, is hereby incorporated herein by reference in response to Items 1 through 9 and Item 11 in the Schedule TO.

This Amendment is being filed to amend and supplement Items 1 through 12 as reflected below.

Items 1 through 9 and Item 11.

Items 1 through 9 and Item 11 are hereby amended and supplemented to include the following:

“The Offer was scheduled to expire at 12:00 midnight, New York City time, at the end of July 7, 2015. In accordance with the terms of the Merger Agreement, the Expiration Date of the Offer is extended until 12:00 midnight, New York City time at the end of July 28, 2015, unless further extended. As of 5:00 p.m., New York City time, on July 2, 2015, approximately 11,869,693 Shares have been tendered into and not properly withdrawn from the tender offer.”

Item 2. Subject Company Information.

The first paragraph of The Tender Offer — Section 7 – Certain Information Concerning the Company is hereby amended and restated as follows:

“The summary information set forth below is qualified in its entirety by reference to the Company’s public filings with the SEC (which may be obtained and inspected as described below under “Additional Information”) and should be considered in conjunction with the financial and other information in such filings and other publicly available information. Neither Purchaser nor Acquisition Sub has any knowledge that would indicate that any statements contained in this Offer to Purchase based on such filings and information are untrue.”

Item 5. Past Contacts, Transactions, Negotiations and Agreements.

Special Factors — Section 1 – Background of the Offer; Past Contacts or Negotiations with the Company is hereby amended by adding the following paragraph after the last paragraph:

“On July 6, 2015, Purchaser and Acquisition Sub and the Company entered into an amendment (the “Amendment”) to the Merger Agreement. Pursuant to the Amendment, the parties have agreed to extend the Offer on July 6, 2015 to July 28, 2015, to permit the receipt of certain regulatory approvals and clearances, which are conditions to the consummation of the Offer.”

Item 11. Additional Information.

1. The subsection titled “Committee on Foreign Investment in the United States” of The Tender Offer — Section 12 – Certain Legal Matters; Regulatory Approvals is hereby amended and restated as follows:

“The Exon-Florio Amendment empowers the President of the United States of America to review and, if necessary, prohibit or suspend an acquisition of, or investment in, a U.S. company by a “foreign person” if the President, after investigation, determines that the foreign person’s control threatens to impair the national security of the United States. Pursuant to the Exon-Florio Amendment, CFIUS has been delegated the authority to receive notices of proposed transactions, determine when an investigation is warranted, conduct investigations, require mitigation measures and submit recommendations to the President to suspend or prohibit the completion of transactions or to require divestitures of completed transactions. A party or parties to a transaction may, but are not required to, submit to CFIUS a voluntary notice of the

transaction, except in limited circumstances, which do not apply in this case. CFIUS also has the power to initiate reviews on its own in the absence of a voluntary notification. The parties filed a voluntary notice with CFIUS pursuant to the Exon-Florio Amendment and its implementing regulations on May 18, 2015 in connection with the transactions contemplated by the Investment Agreement. The parties also filed a voluntary notice with CFIUS pursuant to the Exon-Florio Amendment and its implementing regulations on May 26, 2015 in connection with the transactions contemplated by this Schedule TO. If CFIUS determines that the transaction contemplated by the Investment Agreement is subject to Exon-Florio and grants clearance in connection with the Investment Agreement, satisfaction of the CFIUS Clearance Condition will not be required for consummation of the Offer or the Merger. Under the Exon-Florio Amendment, if CFIUS has not completed its work within the initial 30-day review period, CFIUS has the right to investigate the transaction for up to an additional 45 calendar days before making a recommendation. On June 26, 2015, the parties received written notification from CFIUS that it would initiate such an investigation to complete its assessment. The additional 45-day period expires on August 10, 2015, though it is possible CFIUS’ investigation could be completed sooner. The decision by CFIUS to proceed with an investigation is not unusual. See The Tender Offer — Section 11 – Certain Conditions of the Offer.”

2. The fourth paragraph under the subsection titled “Antitrust Compliance” of The Tender Offer — Section 12 – Certain Legal Matters; Regulatory Approvals is hereby amended and restated as follows:

“We filed notice of the Offer to the COFECE on June 3, 2015 and received clearance effective on June 26, 2015.”

3. The sixth paragraph under the subsection titled “Antitrust Compliance” of The Tender Offer — Section 12 – Certain Legal Matters; Regulatory Approvals is hereby amended and supplemented by adding the following sentence:

“We filed notice of the Offer to the SACC on June 3, 2015 and received clearance on June 15, 2015.”

4. The seventh paragraph under the subsection titled “Antitrust Compliance” of The Tender Offer — Section 12 – Certain Legal Matters; Regulatory Approvals is hereby amended and supplemented by adding the following sentence:

“We filed notice of the Offer to the Turkish Competition Authority on June 1, 2015 and received clearance effective on June 30, 2015.”

5. The subsection titled “Legal Proceedings” of The Tender Offer — Section 12 – Certain Legal Matters; Regulatory Approvals is hereby amended and restated in its entirety to read as follows:

“Eight putative class action lawsuits have been filed in connection with Purchaser’s proposed acquisition (the “Transaction”) of the Company. The first, entitled Kelleher et al. v. GrafTech International Ltd. et al., was filed on May 22, 2015, in the Court of Common Pleas, Cuyahoga County, Ohio. An amended complaint in the Kelleher action was filed on June 12, 2015. A second complaint was filed in the Court of Common Pleas, Cuyahoga County, Ohio on June 29, 2015, under the caption O’Neill v. Hawthorne et al. The remaining actions, entitled Widlewski v. Carson et al., Watson v. GrafTech International Ltd. et al., Park v. GrafTech International Ltd. et al., Daeda v. GrafTech International Ltd. et al., Grinberger v. GrafTech International Ltd. et al., and Wells. v. GrafTech International, Ltd. et al., and filed between June 2, 2015, and June 17, 2015, were filed in the Court of Chancery of the State of Delaware. All eight lawsuits name the members of the Company’s board of directors, Purchaser and Acquisition Sub as defendants. BAM, Brookfield, Capital Partners and the Company are also named as defendants in certain of the actions. All eight lawsuits are brought by purported stockholders of the Company, both individually and on behalf of a putative class of stockholders, alleging that the Company’s board of directors breached its fiduciary duties in connection with the Transaction by failing to maximize shareholder value and that Purchaser aided and abetted the alleged breaches. Each of the actions further allege that the May 26, 2015, Schedule 14D-9 filed by the Company is materially misleading. In the Kelleher, Watson, Park, Daeda and Wells actions, the Company is also alleged to have aided and abetted the alleged breaches. Each of the actions seek, among other things, injunctive relief preventing the consummation of the Transaction or rescission of the Transaction. On June 24, 2015, Plaintiff Kelleher moved for a temporary restraining order and expedited discovery.”

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented as follows:


Index No.

(a)(5)(H)		Press Release issued by BCP IV GrafTech Holdings LP and Athena Acquisition Subsidiary Inc. on July 6, 2015, announcing the extension of the Offer.

(a)(5)(I)		Complaint filed by Bruce Wells, individually and on behalf of all others similarly situated, on June 17, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(J)		Complaint filed by Mark O’Neil and Adoracion Guerrero, individually and on behalf of all others similarly situated, on June 29, 2015, in the Court of Common Pleas of the State of Ohio, Cuyahoga County.

SIGNATURES

After due inquiry and to the best knowledge and belief of the undersigned, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: July 6, 2015


BCP IV GRAFTECH HOLDINGS LP

	By:	BPE IV (Non-Cdn) GP LP,
		its general partner

		By:	Brookfield Capital Partners Ltd.,
			its general partner

			By:	/s/ David Nowak
				David Nowak
				Managing Partner

			By:	/s/ J. Peter Gordon
				J. Peter Gordon
				Managing Partner

ATHENA ACQUISITION SUBSIDIARY INC.

	By:	/s/ David Neiman
		Name:	David Neiman
		Title:	Senior Vice 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

BROOKFIELD CAPITAL PARTNERS IV L.P.

	By:	Brookfield Capital Partners IV GP, Ltd.,
		its general partner

			By:	/s/ David Nowak
				David Nowak
				Managing Partner

			By:	/s/ J. Peter Gordon
				J. Peter Gordon
				Managing Partner

EXHIBIT INDEX


Exhibit No.		Description

(a)(1)(A)		Offer to Purchase dated May 26, 2015.*

(a)(1)(B)		Letter of Transmittal (including IRS Form W-9).*

(a)(1)(C)		Notice of Guaranteed Delivery.*

(a)(1)(D)		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(E)		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.*

(a)(1)(F)		Summary Advertisement as published in the Wall Street Journal on May 26, 2015.*

(b)		Not applicable.

(d)(1)		Agreement and Plan of Merger, dated as of May 17, 2015, by and among BCP IV GrafTech Holdings LP, Athena Acquisition Subsidiary Inc. and GrafTech International Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by GrafTech International Ltd. with the Securities and Exchange Commission on May 18, 2015).

(d)(2)		Tender and Support Agreement, dated as of May 17, 2015, by and among BCP IV GrafTech Holdings LP, Athena Acquisition Subsidiary Inc. and Nathan Milikowsky and certain of his affiliates (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by GrafTech International Ltd. with the Securities and Exchange Commission on May 18, 2015).

(d)(3)		Confidentiality Agreement, dated as of March 20, 2015, by and between Brookfield Capital Partners LLC and GrafTech International Ltd.*

(d)(4)		Investment Agreement, dated as of May 4, 2015, by and between GrafTech International Ltd. and BCP IV Holdings LP (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by GrafTech International Ltd. with the Securities and Exchange Commission on May 4, 2015).

(d)(5)		Limited Guarantee, dated as of May 4, 2015, by and between Brookfield Capital Partners IV L.P. and GrafTech International Ltd. (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by GrafTech International Ltd. with the Securities and Exchange Commission on May 4, 2015).

(d)(6)		Limited Guarantee, dated as of May 17, 2015, by and between Brookfield Capital Partners IV L.P. and GrafTech International Ltd. (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by GrafTech International Ltd. with the Securities and Exchange Commission on May 17, 2015).

(d)(7)		First Amendment, dated as of July 6, 2015, to Agreement and Plan of Merger , dated as of May 17, 2015, by and among BCP IV GrafTech Holdings LP, Athena Acquisition Subsidiary Inc. and GrafTech International Ltd. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on July 6, 2015).

(g)		Not applicable.

(h)		Not applicable.

(a)(5)(A)		Complaint filed by Travis J. Kelleher, individually and on behalf of all others similarly situated, on May 22, 2015, in the Court of Common Pleas of the State of Ohio, Cuyahoga County.**

(a)(5)(B)		Amended Complaint filed by Travis J. Kelleher, individually and on behalf of all others similarly situated, on June 12, 2015, in the Court of Common Pleas of the State of Ohio, Cuyahoga County.**

(a)(5)(C)		Complaint filed by David Widlewski, individually and on behalf of all others similarly situated, on June 2, 2015, in the Court of Chancery of the State of Delaware.**

(a)(5)(D)		Complaint filed by Walter Watson, individually and on behalf of all others similarly situated, on June 4, 2015, in the Court of Chancery of the State of Delaware.**

(a)(5)(E)		Complaint filed by Cyhyoung Park, individually and on behalf of all others similarly situated, on June 9, 2015, in the Court of Chancery of the State of Delaware.**

(a)(5)(F)		Complaint filed by Charles Daeda, individually and on behalf of all others similarly situated, on June 15, 2015, in the Court of Chancery of the State of Delaware.**

(a)(5)(G)		Complaint filed by Abraham Grinberger, individually and on behalf of all others similarly situated, on June 16, 2015, in the Court of Chancery of the State of Delaware.**

(a)(5)(H)		Press Release issued by BCP IV GrafTech Holdings LP and Athena Acquisition Subsidiary Inc. on July 6, 2015, announcing the extension of the Offer.

(a)(5)(I)		Complaint filed by Bruce Wells, individually and on behalf of all others similarly situated, on June 17, 2015, in the Court of Chancery of the State of Delaware.

(a)(5)(J)		Complaint filed by Mark O’Neil and Adoracion Guerrero, individually and on behalf of all others similarly situated, on June 29, 2015, in the Court of Common Pleas of the State of Ohio, Cuyahoga County.

*	Previously filed with the Tender Offer Statement on Schedule TO with the Securities and Exchange Commission on May 26, 2015.

**	Previously filed with Amendment No.1 to the Schedule TO with the Securities and Exchange Commission on June 18, 2015.

Exhibit (a)(5)(H)

Press Release

Expiration Date of Tender Offer for GrafTech International Ltd. Shares Extended to July 28, 2015

July 6, 2015

BCP IV GrafTech Holdings LP (“Purchaser”) and Athena Acquisition Subsidiary Inc. (“Acquisition Sub”) announced today that, in accordance with the terms of their merger agreement with GrafTech International Ltd. (the “Company”) (NYSE: GTI), Purchaser and Acquisition Sub have extended their all-cash tender offer (the “Offer”) for $5.05 per share for all of the issued and outstanding shares of common stock, par value of $0.01 per share (the “Shares”), of the Company to 12:00 Midnight, New York City time, at the end of July 28, 2015, unless further extended, to allow additional time for (a) the receipt of clearance from the Committee on Foreign Investment in the United States of America without any required condition to mitigate any threat to the national security of the United States that is unacceptable to Purchaser and, if after consummation of the tender offer and the previously announced preferred stock purchase, Purchaser owns less than 80% of the Company, the Company, (b) the expiration of the sixty-day notice period relating to its notice of the Offer to the U.S. Department of State Directorate of Defense Trade Controls and (c) clearance under the competition laws of Russia. The tender offer was previously set to expire at 12:00 Midnight, New York City time, at the end of July 7, 2015.

The Company’s Board of Directors unanimously recommends that the holders of Shares accept the Offer and tender their Shares pursuant to the Offer.

Computershare Trust Company, N.A., the depositary for the tender offer, has indicated that, as of 5:00 p.m., New York City time, on July 2, 2015, approximately 11,869,693 Shares have been tendered into and not properly withdrawn from the tender offer.

Contact Info

Stockholders’ inquiries should be directed to Georgeson Inc., the Information Agent for this offer, at 866-856-2826.

Additional Information

This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication is for informational purposes only. The tender offer is not being made to, nor will tenders be accepted from, or on behalf of, holders of shares in any jurisdiction in which the making of the tender offer or the acceptance thereof would not comply with the laws of that jurisdiction. The tender offer is being made pursuant to a tender offer statement on Schedule TO (including the Offer to Purchase, a related Letter of Transmittal and other offer materials) filed by Purchaser and Acquisition Sub with the U.S. Securities and Exchange Commission (“SEC”) on May 26, 2015, as amended from time to time. In addition, on May 26, 2015, Purchaser, Acquisition Sub and the Company, among others, filed a transaction statement on Schedule 13E-3 with the SEC related to the tender offer and the Company filed a Solicitation/Recommendation statement on Schedule 14D-9 with the SEC related to the tender offer. Stockholders of the Company are urged to read these documents, all amendments thereto and other documents filed with the SEC carefully in their entirety because they contain important information about the tender offer. The tender offer statement and certain other offer documents, along with the Solicitation/Recommendation statement, will be made available to all stockholders of the Company at no expense to them. These documents are available at no charge through the web site maintained by the SEC at http://www.sec.gov. The Offer to Purchase, related Letter of Transmittal, the Solicitation/Recommendation statement and other offering documents may also be obtained for free by contacting the Information Agent for the tender offer, Georgeson, toll-free at 866-856-2826.

Cautionary Statement Regarding Forward-Looking Statements

This communication contains certain “forward-looking statements” with respect to certain plans and objectives of Purchaser, Acquisition Sub and the Company with respect to the tender offer and the potential merger, including the timing of the completion of the tender offer and the merger, under the merger agreement between Purchaser, Acquisition Sub and the Company. These forward-looking statements can be identified by the fact that they do not relate only to historical or current facts. By their nature, forward-looking statements involve known and unknown risks and uncertainties because they relate to events and depend on circumstances that will occur in the future. There are several factors which could cause actual plans to differ materially from those expressed or implied in forward-looking statements. Such factors include, but are not limited to, the risk that the tender offer and the merger may not be consummated in a timely manner as a result of pending regulatory approvals. None of Purchaser, Acquisition Sub or the Company assumes any obligation to update the information contained in this communication (whether as a result of new information, future events or otherwise), except as required by applicable law.

Exhibit (a)(5)(I)

EFiled: Jun 17 2015 03:31PM EDT

Transaction ID 57420435

Case No. 11166-

IN THE COURT OF CHANCERY OF THE STATE OF DELAWARE


BRUCE WELLS, On Behalf of	)
Himself and All Others Similarly	)
Situated,	)
	)
Plaintiff,	)
	)
v.	)	Civil Action No.
	)
GRAFTECH INTERNATIONAL	)
LTD., RANDY W. CARSON,	)
THOMAS A. DANJCZEK, KAREN	)
FINEMAN, JOEL L. HAWTHORNE,	)
DAVID R. JARDINI, NATHAN	)
MILIKOWSKY, M. CATHERINE	)
MORRIS, BCP IV GRAFTECH	)
HOLDINGS LP, ATHENA	)
ACQUSITION SUBSIDIARY INC.,	)
and BROOKFIELD CAPITAL	)
PARTNERS LTD.,	)
	)
Defendants.	)

VERIFIED CLASS ACTION COMPLAINT

Plaintiff, by his undersigned attorneys, for this Verified Class Action Complaint against defendants, alleges upon personal knowledge with respect to himself, and upon information and belief based upon, inter alia, the investigation of counsel as to all other allegations herein, as follows:

NATURE OF THE ACTION

1. This is a class action brought on behalf of the public stockholders of GrafTech International Ltd. (“GrafTech” or the “Company”) against GrafTech and its Board of Directors (the “Board” or the “Individual Defendants”), to enjoin a proposed transaction announced on May 18, 2015 (the “Proposed Transaction”), pursuant to which GrafTech will be acquired by BCP IV GrafTech Holdings LP (“Parent”) and Parent’s wholly-owned subsidiary, Athena Acquisition Subsidiary, Inc. (“Merger Sub”). Parent and Merger Sub are wholly-owned subsidiaries of Brookfield Capital Partners Ltd. (“BCP,” and collectively with Parent and Merger Sub, “Brookfield”).

2. On May 17, 2015, the Board caused GrafTech to enter into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the terms of the Merger Agreement, Parent would commence a tender offer (the “Tender Offer”) to purchase all of the outstanding shares of GrafTech’s common stock for only $5.05 per share in cash.

3. The Proposed Transaction is the product of a flawed process and deprives GrafTech’s public stockholders of the ability to participate in the Company’s long-term prospects. Furthermore, in approving the Merger Agreement, the Individual Defendants breached their fiduciary duties to plaintiff and the Class (defined herein). Moreover, as alleged herein, GrafTech and Brookfield aided and abetted the Individual Defendants’ breaches of fiduciary duties.

4. Compounding the unfairness of the Proposed Transaction, defendants issued materially incomplete and misleading disclosures in the Solicitation/Solicitation Statement (the “Solicitation Statement”) filed with the United States Securities and Exchange Commission (“SEC”) on May 26, 2015. The Solicitation Statement is deficient and misleading in that it fails to provide adequate disclosure of all material information related to the Proposed Transaction.

5. Plaintiff seeks enjoinment of the Proposed Transaction or, alternatively, rescission of the Proposed Transaction in the event defendants are able to consummate it.

PARTIES

6. Plaintiff is, and has been continuously throughout all times relevant hereto, the owner of GrafTech common stock.

7. Defendant GrafTech is a Delaware corporation and maintains its principal executive offices at Suite 300 Park Center I, 6100 Oak Tree Boulevard, Independence, Ohio 44131. The Company is a leading manufacturer of a broad range of high quality graphite electrodes, products essential to the production of electric arc furnace (“EAF”) steel and various other ferrous and nonferrous metals. GrafTech’s common stock is traded on the New York Stock Exchange under the ticker symbol “GTI.”

8. Defendant Randy W. Carson (“Carson”) has served as a director of GrafTech since 2009 and was elected to serve as its Chairman in June 2014. According to the Company’s Preliminary Proxy Statement filed with the SEC on March 31, 2015 (the “2015 Preliminary Proxy”), Carson is a member of the Company’s Organization, Compensation and Pension Committee, and the Nominating and Governance Committee.

9. Defendant Michael J. Boustridge (“Boustridge”) has served as a director of GrafTech since August 2012.

10. Defendant Thomas A. Danjczek (“Danjczek”) has served as a director of GrafTech since May 2014. According to the 2015 Preliminary Proxy, Danjczek is Chairman of the Organization, Compensation and Pension Committee, and is a member of the Audit and Finance Committee.

11. Defendant Karen Fineman (“Fineman”) has served as a director of GrafTech since May 2014.According to the 2015 Preliminary Proxy, Fineman is a member of the Company’s Nominating and Governance Committee.

12. Defendant Joel L. Hawthorne (“Hawthorne”) has served as a director of GrafTech since January 2014.According to the 2015 Preliminary Proxy, Hawthorne became Chief Executive Officer (“CEO”) and President of GrafTech in January 2014.

13. Defendant David R. Jardini (“Jardini”) has served as a director of GrafTech since May 2014. According to the 2015 Preliminary Proxy, Jardini is a member of the Company’s Audit and Finance Committee.

14. Defendant Nathan Milikowsky (“Milikowsky”) has served as a director of GrafTech since May 2014. According to the 2015 Preliminary Proxy, Milikowsky is Chairman of the Company’s Nominating and Governance Committee, and is a member of the Organization, Compensation and Pension Committee.

15. Defendant M. Catherine Morris (“Morris”) has served as a director of GrafTech since May 2014. According to the 2015 Preliminary Proxy, Morris is Chairman of the Audit and Finance Committee.

16. The defendants identified in paragraphs eight through fifteen are collectively referred to herein as the “Individual Defendants.” By virtue of their positions as directors and/or officers of GrafTech, the Individual Defendants are in a fiduciary relationship with plaintiff and the other public stockholders of GrafTech.

17. Each of the Individual Defendants at all relevant times had the power to control and direct GrafTech to engage in the misconduct alleged herein. The Individual Defendants’ fiduciary obligations required them to act in the best interest of plaintiff and all GrafTech stockholders.

18. Each of the Individual Defendants owes fiduciary duties of loyalty, good faith, due care, and full and fair disclosure to plaintiff and the other members of the Class. The Individual Defendants are acting in concert with one another in violating their fiduciary duties as alleged herein, and, specifically, in connection with the Proposed Transaction.

19. Plaintiff alleges herein that the Individual Defendants, separately and together, in connection with the Proposed Transaction, violated, and are continuing to violate, the fiduciary duties they owe to plaintiff and the Company’s other public stockholders, due to the fact that they have engaged in all or part of the unlawful acts, plans, schemes, or transactions complained of herein.

20. Defendant BCP is an affiliate of Brookfield Asset Management Inc., a Canadian corporation that is a global alternative asset manager with over $200 billion in assets under management. 21. Defendant Parent is a Delaware limited partnership and a wholly-owned subsidiary of BCP.

22. Defendant Merger Sub is a Delaware corporation and a wholly-owned subsidiary of Parent.

CLASS ACTION ALLEGATIONS

23. Plaintiff brings this action as a class action, pursuant to Court of Chancery Rule 23, on behalf of himself and the other public stockholders of GrafTech (the “Class”). Excluded from the Class are defendants herein and any person, firm, trust, corporation, or other entity related to or affiliated with any defendant.

24. This action is properly maintainable as a class action.

25. The Class is so numerous that joinder of all members is impracticable. As of April 20, 2015, there were approximately 137,677,872 shares of GrafTech common stock outstanding, held by hundreds, if not thousands, of individuals and entities scattered throughout the country.

26. Questions of law and fact are common to the Class, including, among others: (i) whether defendants have breached their fiduciary duties owed to plaintiff and the Class and/or aided and abetted such breaches; and (ii) whether defendants will irreparably harm plaintiff and the other members of the Class if defendants’ conduct complained of herein continues.

27. Plaintiff is committed to prosecuting this action and has retained competent counsel experienced in litigation of this nature. Plaintiff’s claims are typical of the claims of the other members of the Class and plaintiff has the same interests as the other members of the Class. Accordingly, plaintiff is an adequate representative of the Class and will fairly and adequately protect the interests of the Class.

28. The prosecution of separate actions by individual members of the Class would create the risk of inconsistent or varying adjudications that would establish incompatible standards of conduct for defendants, or adjudications that would, as a practical matter, be dispositive of the interests of individual members of the Class who are not parties to the adjudications or would substantially impair or impede those non-party Class members’ ability to protect their interests.

29. Defendants have acted, or refused to act, on grounds generally applicable to the Class as a whole, and are causing injury to the entire Class. Therefore, final injunctive relief on behalf of the Class is appropriate.

SUBSTANTIVE ALLEGATIONS

Background of GrafTech

30. GrafTech is a world leader in graphite material science with more than 125 years of experience in the carbon and graphite industry. The Company’s history goes back to supplying arc carbons to the City of Cleveland, Ohio in the late 1800s, allowing the city to become the first in the world with electric street lamps. GrafTech has continued to innovate ever since, winning seven R&D 100 Awards in the last twelve years for its revolutionary technologies.

31. GrafTech’s product portfolio includes graphite electrodes, advanced carbon and graphite materials, and flexible graphite. The Company manufactures them on four continents and sells in over seventy countries to customers in industries such as metal production, electronics, chemicals, aerospace, and transportation.

32. According to GrafTech’s website, the Company “enable[s] customer leadership better and faster than [its] competition, through the creation, innovation and manufacture of carbon and graphite material science based solutions.” The Company’s goal is to “[i]ncrease [its] throughput by maximizing the amount and speed of free cash flow generated at the defined constraint every day.” It accomplishes this by: (i) expanding and exploiting its unique, industry-leading positions in new and existing markets; (ii) accelerating commercialization of advanced technologies; and (iii) strengthening its capabilities.

Proxy Fight with Individual Defendant Milikowsky

33. In 2010, GrafTech acquired two companies controlled by Individual Defendant Milikowsky: Carbide Graphite Group (“Carbide Graphite”) and Seadrift Coke. GrafTech paid approximately $850 million for the Carbide Graphite, which made a crucial piece of equipment for steel manufacturing called a graphite electrode, and Seadrift Coke, which made the raw material needed to produce the electrodes.

34. According to a January 23, 2014 New York Times article, this deal was a windfall for Individual Defendant Milikowsky, as in 2003 he had bought the assets of Carbide Graphite out of bankruptcy for approximately $6 million and turned the company around. In 2005, he acquired Seadrift Coke, allowing him to integrate an important supplier and ramp up revenue at both companies.

35. As part of the deal, Individual Defendant Milikowsky was guaranteed a seat on the GrafTech Board as long as he and his associates held at least 12 million of the Company’s shares. At the time, Individual Defendant Milikowsky was respected in the steel industry and on good terms with GrafTech’s then-CEO, Craig S. Schuler (“Schuler”).

36. After Individual Defendant Milikowsky spent a year on the Board, he began to criticize management for spending too much on overhead and making what he saw as poor strategic choices, causing the Company to underperform. He went on record as saying that he did not believe any directors, aside from Schuler, knew anything about the graphite electrodes business. By late 2011, Individual Defendant Milikowsky believed that the Company was turning down orders it should have been taking, and was therefore losing market share.

37. In early 2012, Individual Defendant Milikowsky began meeting with other Board members, but before his campaign could gain traction, inquiries from a hedge fund, Samlyn Capital (“Samlyn”), put the Company on edge. The hedge fund, which had been a passive investor in GrafTech for years, began asking pointed questions in May 2012 about the Company’s operations.

38. Samlyn appeared to have confidential information about the Company, including details that were known only by a small circle of insiders, including the Board. GrafTech management was worried that there could be insider trading in the stock, or that Samlyn could be using the information to make its case for change. To several Board members, Samlyn’s criticisms of the Company sounded like those presented by Individual Defendant Milikowsky.

39. In 2012, the GrafTech Board unanimously appointed a committee of independent directors as well as independent investigatory counsel to conduct an investigation into apparent leaks of confidential inside information that were brought to the Board’s attention by several members of the management team. After completion of its investigation, investigatory counsel reported its conclusion that there had been leaks of material nonpublic information, that there was evidence that Individual Defendant Milikowsky was the source of the leaks, that there was no evidence to support a conclusion that management or any other director was the source of the leaks, and that at least some of that information could not have been developed independently.

40. As a result of this investigation, Individual Defendant Milikowsky was thrown off the Board. Individual Defendant Milikowsky maintains that he was not the source of any leaks and that management and other directors ousted him because he was criticizing them and Schuler as GrafTech’s share price plunged.

41. Following this, Individual Defendant Milikowsky attempted to nominate a new slate of directors before the Company’s 2014 annual meeting. Individual Defendant Milikowsky and his brother Daniel Milikowsky, announced that they intended to nominate three director candidates, including Milikowsky, Jardin, and Finerman.

42. On May 15, 2014, following a proxy fight between the Board and Individual Defendant Milikowsky, Milikowsky’s slate of directors, including himself, were chosen to serve on the seven-member Board.

43. Thereafter, on January 23, 2015, Individual Defendant Milikowsky, a holder of over 15 million shares or over 11.2% of the common stock of GrafTech, announced that he had submitted a notice to nominate a full slate of seven candidates for election to the Board at the 2015 annual meeting. This slate included himself. He further announced his intention to replace Individual Defendant Hawthorne as CEO with either himself or Jardin. It was reported that Individual Defendant Milikowsky would not discuss the extension of the maturity date of some of his GrafTech senior subordinated notes due in November 2015 unless he received an additional two Board seats to give him a majority, along with his approval of a new GrafTech CEO and management.

44. On May 4, 2015, GrafTech announced that it had entered into an investment agreement (the “Investment Agreement”), pursuant to which Brookfield would purchase preferred shares of the Company with dividend and conversion rights for a total transaction value of $150 million. The Investment Agreement also permits Brookfield to nominate two directors to the Company Board, expanding it from seven to nine members, and contains a preemptive rights provision, among others.

The Investment Agreement

45. On April 29, 2015, the Company and Brookfield announced that two letters of intent had been executed. The first letter of intent concerned Brookfield and the Company entering into the Investment Agreement, with Brookfield purchasing preferred equity shares in the Company. The additional letter of intent revealed that Brookfield was considering a tender offer to purchase all outstanding shares of GrafTech for $5.05 per share.

46. On May 4, 2015, Brookfield entered into the Investment Agreement, whereby the Company sold to Brookfield:

(i) shares of a new Series A Convertible Preferred Stock, par value $0.01 per share (the “Series A Preferred Stock”) in an amount equal to 19.9% of the Company’s outstanding common stock (the “Series A Preferred Shares”) and (ii) shares of a new Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock,” and, together with the Series A Preferred Stock, the “Preferred Stock”), in an amount equal to 150,000 less the number of Series A Preferred Shares, for an aggregate purchase price of $150,000,000 in cash (the “Purchase Price”).

47. As part of the Investment Agreement, the Company agreed to reimburse Brookfield up to $500,000 for its expenses incurred in executing the Investment Agreement.

48. The Series A Preferred Stock is immediately convertible, at Brookfield’s option, into shares of common stock of the Company, at a conversion price of $5.00 per common share, and all of the Preferred Stock is entitled to an annual dividend at the rate of 7.0% prior to any dividend or distribution with respect to any of the Company’s capital stock junior to the Preferred Stock.

49. Concurrently with the execution of the Investment Agreement, Brookfield and the Company executed a stockholder rights agreement (the “Stockholder Rights Agreement”) whereby Brookfield will have the right to designate two members of the Company Board as long as it holds at least 75% of the common stock issuable or actually issued upon conversion of the Series A Preferred Stock, with concomitant preemptive rights ensuring it has the option to maintain its proportionate equity interest in the Company.

50. The Company stated that the proceeds from the Investment Agreement would be used to repay the Company’s senior subordinated noted due to mature in November 2015.

51. Commenting on the Investment Agreement, Individual Defendant Hawthorne stated that the Investment Agreement “demonstrates confidence in GrafTech’s strategy, market position and long-term prospects. . . . This strategic investment will strengthen our capital structure and provide GrafTech with increased financial flexibility to continue executing our strategy and positioning the company for success as the cycle improves.”

52. Individual Defendant Hawthorne further stated:

Despite the current market dislocation, we believe the electric arc furnace steel market and the markets that our Engineered Solutions segment serves remain very attractive longer term. . . .

With our new strategic investor, Brookfield, we will continue to leverage our business model and strategic advantages and optimize our product portfolio to drive long-term stockholder value, and believe that we have positioned the company to capitalize on growth in these areas as the cycle turns.

Flawed and Rushed Process Leading Up to the Merger Agreement

53. The Proposed Transaction is the result of a rushed, single-bidder process that was tilted in favor of Brookfield. The entire deal, including the $150 million Investment Agreement and entry into the Proposed Transaction, was completed in just over two months. During its deliberations with Brookfield, the Board never authorized anyone at the Company or J.P. Morgan to conduct any sort of pre-market check. This short, Brookfield-led process, followed by a go-shop period requiring the Company to pay a go-shop termination fee, was ineffective and does not ensure that the Board has complied with its fiduciary duties to maximize shareholder value.

54. Initial contact between the parties was made in mid-February under the pretense that Brookfield was interested in refinancing the Company’s senior subordinated notes. The parties did not actually meet until March 6, 2015, when Brookfield offered the Company a $100 million convertible note. Days later, in connection with discussions regarding the convertible note, Brookfield first conveyed its interest in acquiring the Company on March 9, 2015.

55. On March 19, 2015, Brookfield made a non-binding expression of interest to acquire the Company at a price range of between $5.00 and $5.25 per share. Brookfield indicated that it was willing, “if of interest, [to make] a possible offer to afford the Company’s stockholders an opportunity to retain their Shares of the Company under Brookfield sponsorship.” In the first draft of documents provided to GrafTech, Brookfield initially considered a post-closing go-shop period of between thirty and sixty days.

56. On April 14, 2015, Brookfield modified its proposal, doing away with the $100 million convertible note offer. Instead, Brookfield offered to purchase $150 million of convertible preferred stock and a proposed tender offer for up to 100% of the Company’s shares at a purchase price of $5.00 per share.

57. Discussions continued between the parties, and on April 22, 2015, the Board countered that it would consider a deal, but at the substantially increased price of $5.75 per share. The Board members’ attempts to substantially increase the consideration were ultimately unsuccessful, however, and the proposed consideration was only increased $0.05 – to $5.05 per share. Additionally, the parties had no further discussions concerning Brookfield’s offer to provide the Company’s stockholders with the option to retain an equity interest in the Company after the effectuation of the Proposed Transaction.

58. On April 25, 2015, Brookfield agreed to increase its offer to $5.05 per share, and on April 28, 2015, the Board directed J.P. Morgan to inform Brookfield that the $5.05 per share offer price was acceptable.

The Inadequate Proposed Transaction and Deal Protection Provisions

59. The Board caused the Company to enter into the Merger Agreement, pursuant to which GrafTech will be acquired by Brookfield for inadequate consideration.

60. The parties have agreed that if, pursuant to Delaware General Corporation Law Section 251(h), after the purchase of the Company common stock tendered in the Tender Offer, Brookfield owns at least fifty percent of the outstanding Company common stock, Brookfield will execute a short-form merger, which will not require the consent of the Company’s stockholders.

61. To the detriment of the Company’s stockholders, the terms of the Merger Agreement substantially favor Brookfield and are calculated to unreasonably dissuade potential suitors from making competing offers.

62. For example, despite a limited and inadequate go-shop period, the Individual Defendants have all but ensured that another entity will not emerge with a competing proposal by agreeing to a “No Solicitation” provision in the Merger Agreement that prohibits the Individual Defendants from soliciting alternative proposals and severely constrains their ability to communicate and negotiate with potential buyers who wish to submit or have submitted unsolicited alternative proposals. Section 6.2(c) of the Merger Agreement states:

(c) Except as may relate to any Excluded Party (for so long as such Person or group is an Excluded Party), or as expressly permitted by this Section 6.2, from the No-Shop Period Start Date continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, the Company and its Subsidiaries shall not, and the Company shall instruct and use its reasonable best efforts to cause its and its Subsidiaries’ Representatives not to, directly or indirectly, (i) solicit, initiate, cause or induce the making, submission or announcement of, or knowingly encourage, facilitate or assist, an Acquisition Proposal, (ii) furnish to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) any non-public information relating to the Company or any of its Subsidiaries, or afford to any Person (other than Parent, Acquisition Sub or any designees of Parent or Acquisition Sub) access to the business, properties, assets, books, records or other non-public information, or to any personnel, of the Company or any of its Subsidiaries, in any such case with the intent to induce the making, submission or announcement of, or the intent to encourage, facilitate or assist, an Acquisition Proposal or any inquiries or the making of any proposal that would reasonably be expected to lead to an Acquisition Proposal, (iii) participate or engage in discussions or negotiations with any Person with respect to an Acquisition Proposal, or (iv) enter into any Contract contemplating or otherwise relating to an Acquisition Transaction (other than an Acceptable Confidentiality Agreement).

63. Additionally, Section 6.2(b) of the Merger Agreement provides:

(b) Except as may relate to any Excluded Party (but only for as long as such Person or group is an Excluded Party) or as expressly permitted by this Section 6.2, after the No-Shop Period Start Date, the Company and its Subsidiaries shall, and the Company shall cause its and its Subsidiaries’ Representatives to immediately cease any activities permitted by Section 6.2(a) and any discussions or negotiations with any Person or group that may be ongoing with respect to any Acquisition Proposal. With respect to any Person or group with whom such discussions or negotiations have been terminated, the Company shall terminate such Persons’ access to any data room containing the Company’s confidential information and use its reasonable best efforts to promptly require such Person or group to promptly return or destroy in accordance with the terms of the applicable confidentiality agreement any information furnished by or on behalf of the Company.

64. Moreover, the Merger Agreement contains a highly restrictive “fiduciary out” provision permitting the Board to withdraw its approval of the Proposed Transaction under extremely limited circumstances, and grants Brookfield a “matching right” with respect to any “Superior Proposal” made to the Company. Sections 7.4(c) and (e) of the Merger Agreement provide:

(c) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, at any time prior to the Acceptance Time, the Company Board may: (i) make a Company Board Recommendation Change only in response to (A) the Company receiving an unsolicited (except to the extent solicited in accordance with and not in violation of this Agreement), bona fide written Acquisition Proposal that constitutes a Superior Proposal and not involving a breach of this Agreement or (B) an Intervening Event or (ii) if the Company has complied in all material respects with Section 6.2, cause the Company to terminate this Agreement and, concurrently with or immediately after such termination, cause the Company to enter into a definitive written agreement providing for such Superior Proposal, which

proposal did not result from any material breach of Section 6.2, if and only if, in all cases (x) the Company Board determines in good faith, after consulting with and receiving advice from outside counsel, that the failure to effect a Company Board Recommendation Change would be inconsistent with its fiduciary duties and (y) the provisions of Section 7.4(e) are complied with in all material respects.

(e) (i) No Company Board Recommendation Change may be made in response to a Superior Proposal or an Intervening Event and (ii) no termination of this Agreement in accordance with Section 7.4(c) may be made: (x) until the fourth (4th) Business Day following Parent’s receipt of written notice from the Company advising Parent that the Company Board intends to, in the case of clause (i), make such Company Board Recommendation Change (a “Company Board Recommendation Notice”), or in the case of clause (ii), terminate this Agreement in accordance with this Section 7.4(e) (a “Notice of Superior Proposal”), which notice shall specify (1) in the case of such an action taken in connection with a Superior Proposal, the terms and conditions of such Superior Proposal (including the identity of the Person making such Superior Proposal and a copy of the then-current forms of all of the relevant proposed transaction documents related thereto, including definitive agreements with respect to such Superior Proposal) or (2) if the basis of the proposed action by the Company Board is an Intervening Event, a description of the Intervening Event; and (y) unless the Company shall have (A) during the four (4) Business Day period specified above (and any additional period related to a revision to the Superior Proposal, as provided below), negotiated, and caused its financial and legal advisors to negotiate, with Parent in good faith (to the extent Parent desires to negotiate) with respect to proposed adjustments to the terms and conditions of this Agreement so that such Superior Proposal ceases to constitute a Superior Proposal (or, in the case of a Company Board Recommendation Notice that is not related to a Superior Proposal, so that the failure to make such Company Board Recommendation Change is no longer inconsistent with the Company Board’s fiduciary duties under Delaware Law); and (B) prior to or concurrently with a termination of this Agreement pursuant to Section 7.4(c), paid the Termination Fee required under Section 9.4(b).

The parties agree that, in the case of such actions taken in connection with a Superior Proposal or an Intervening Event, any material amendment to the financial terms or other material terms of such Superior Proposal, or any new material information regarding the Intervening Event, shall, in each case, require a new Company Board Recommendation Notice or Notice of Superior Proposal and an additional two (2) Business Day period (the period inclusive of all such days, the “Notice Period”). The Company agrees that: (i) during the Notice Period the Company shall, and shall cause its financial advisors and outside legal counsel to, negotiate with Parent in good faith if Parent indicates to the Company that it desires to negotiate the terms of this Agreement; and (ii) the Company shall take into account all changes to the terms of this Agreement proposed by Parent in determining whether such Acquisition Proposal continues to constitute a Superior Proposal. The Company shall promptly keep Parent reasonably informed of all material developments affecting the material terms of any such Superior Proposal (and the Company shall provide Parent with copies of any additional material written materials received that relate to such Superior Proposal).

65. Further locking up control of the Company in favor of Brookfield is Section 9.4 of the Merger Agreement, which contains a provision for a “Termination Fee” of up to $20 million, payable by the Company to Brookfield if the Individual Defendants cause the Company to terminate the Merger Agreement pursuant to the lawful exercise of their fiduciary duties.

66. By agreeing to all of the deal protection devices, the Individual Defendants have locked up the Proposed Transaction and have precluded other bidders from making successful competing offers for the Company.

67. Concurrently with the execution of the Merger Agreement, Individual Defendant Milikowsky and his affiliates entered into a Tender and Support Agreement with Parent and Merger Sub, pursuant to which, among other things, they agreed to tender all of their shares in the Tender Offer. Accordingly, approximately eleven percent of the Company’s outstanding shares are already locked up in favor of the Proposed Transaction.

68. Moreover, certain officers and directors stand to receive substantial benefits as a result of the Proposed Transaction. For example, it appears that members of GrafTech’s senior management may continue with the company following the consummation of the Proposed Transaction. Additionally, in the event Individual Defendant Hawthorne does not continue in his position with the company, he will be entitled to millions of dollars of golden parachute payments.

69. The consideration to be paid to plaintiff and the Class in the Proposed Transaction is unfair and inadequate because, among other things, the intrinsic value of the Company is materially in excess of the amount offered in the Proposed Transaction.

70. According to Yahoo! Finance, at least one analyst has set a price target at $9.00 per share for GrafTech.

71. Accordingly, the Proposed Transaction will deny Class members their right to share proportionately and equitably in the true value of the Company’s valuable and profitable business, and future growth in profits and earnings.

72. As a result, defendants have breached their fiduciary duties that they owe to the Company’s public stockholders because the stockholders will not receive adequate or fair value for their GrafTech common stock in the Proposed Transaction.

The Materially Misleading and Incomplete Solicitation Statement

73. Defendants filed the Solicitation Statement with the SEC in connection with the Proposed Transaction. The Solicitation Statement omits material information that must be disclosed to GrafTech’s stockholders to enable them to render an informed decision with respect to the Proposed Transaction.

74. The Solicitation Statement omits material information with respect to the process and events leading up to the Proposed Transaction, potential conflicts of interest, and the opinions and analyses of J.P. Morgan. This omitted information, if disclosed, would significantly alter the total mix of information available to GrafTech’s stockholders.

75. For example, the Solicitation Statement fails to disclose whether there were any discussions concerning the continued employment of senior management following the consummation of the Proposed Transaction, and if so, who was involved in such discussions and when such discussions took place.

76. The Solicitation Statement fails to disclose the amount of compensation J.P. Morgan received for acting as a bookrunner on debt underwritings for portfolio companies of BCP; the amount of compensation J.P. Morgan has received for acting as the joint lead arranger on the Company’s term

loan in February 2015; the amount of compensation J.P. Morgan has received for serving as an agent bank and a lender under outstanding credit facilities of the Company; and what “other financial benefits” J.P. Morgan has received for serving as an agent bank and a lender under outstanding credit facilities of the Company.

77. The Solicitation Statement fails to disclose whether J.P. Morgan conducted any sort of pre-market check and provided this information to the Board, as well as the Company’s basis for failing to canvas the market prior to agreeing to the Proposed Transaction.

78. With respect to J.P. Morgan’s Public Trading Multiples Analysis, the Solicitation Statement fails to disclose: (i) the “complex considerations and judgments” undertaken by J.P. Morgan, and how these affected its analysis; (ii) the individual implied per share equity values of each of the selected companies; and (iii) the inputs and assumptions used by J.P. Morgan to arrive at the selected multiple reference ranges used for the Company for 2015E FV/EBITDA and 2016E FV/EBITDA, respectively, particularly for 2015, as the low end of the range exceeds both the mean and the median of the selected companies’ range.

79. With respect to J.P. Morgan’s Selected Transaction Multiples Analysis, the Solicitation Statement fails to disclose: (i) the “complex considerations and judgments” undertaken by J.P. Morgan, and how these affected its selection of the Company’s multiple reference range of 8.0x to 10.0x for FV/LTM EBITDA; and (ii) the inputs and assumptions used by J.P. Morgan to calculate the FV/LTM EBITDA of the selected transactions.

80. With respect to J.P. Morgan’s Discounted Cash Flow Analysis, the Solicitation Statement fails to disclose: (i) the inputs and assumptions used by J.P. Morgan to apply perpetual growth rates of 1.5% to 2.5% to the Company’s unlevered free cash flows; and (ii) the inputs and assumptions used by J.P. Morgan to determine a discount rates from 10.5% to 12.5%.

81. Additionally, the Solicitation Statement fails to disclose whether the Board held additional discussions with Brookfield concerning Brookfield’s March 19 offer for the Company’s stockholders to retain their shares of the Company under Brookfield sponsorship, and if not, the reasons such offer was never given full consideration.

82. Accordingly, plaintiff seeks enjoinment of the Proposed Transaction.

COUNT I

(Breach of Fiduciary Duties against the Individual Defendants)

83. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

84. As members of the Company’s Board, the Individual Defendants have fiduciary obligations to: (a) undertake an appropriate evaluation of GrafTech’s net worth as a merger/acquisition candidate; (b) take all appropriate steps to enhance

GrafTech’s value and attractiveness as a merger/acquisition candidate; (c) act independently to protect the interests of the Company’s public stockholders; (d) adequately ensure that no conflicts of interest exist between the Individual Defendants’ own interests and their fiduciary obligations, and, if such conflicts exist, to ensure that all conflicts are resolved in the best interests of GrafTech’s public stockholders; (e) actively evaluate the Proposed Transaction and engage in a meaningful auction with third parties in an attempt to obtain the best value on any sale of GrafTech; and (f) disclose all material information to the Company’s stockholders.

85. The Individual Defendants have breached their fiduciary duties to plaintiff and the Class.

86. As alleged herein, the Individual Defendants have initiated a process to sell GrafTech that undervalues the Company. In addition, by agreeing to the Proposed Transaction, the Individual Defendants have capped the price of GrafTech at a price that does not adequately reflect the Company’s true value. The Individual Defendants also failed to sufficiently inform themselves of GrafTech’s value, or disregarded the true value of the Company. Furthermore, any alternate acquiror will be faced with engaging in discussions with a management team and Board that are committed to the Proposed Transaction.

87. As such, unless the Individual Defendants’ conduct is enjoined by the Court, they will continue to breach their fiduciary duties to plaintiff and the other members of the Class, and will further a process that inhibits the maximization of stockholder value.

88. Plaintiff and the members of the Class have no adequate remedy at law.

COUNT II

(Breach of Fiduciary Duty of Disclosure

Against the Individual Defendants)

89. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

90. The Individual Defendants have caused materially misleading and incomplete information to be disseminated to the Company’s public stockholders. The Individual Defendants have an obligation to be complete and accurate in their disclosures.

91. The Solicitation Statement fails to disclose material information, including financial information and information necessary to prevent the statements contained therein from being misleading.

92. The misleading omissions and disclosures by defendants concerning information and analyses presented to and considered by the Board and its advisors affirm the inadequacy of disclosures to the Company’s stockholders. Because of defendants’ failure to provide full and fair disclosure, plaintiff and the Class will be stripped of their ability to make an informed decision with respect to the Proposed Transaction, and thus are damaged thereby.

93. Plaintiff and the members of the Class have no adequate remedy at law.

COUNT III

(Aiding and Abetting the Board’s Breaches of Fiduciary Duties

Against GrafTech and Brookfield)

94. Plaintiff repeats and realleges the preceding allegations as if fully set forth herein.

95. Defendants GrafTech and Brookfield knowingly assisted the Individual Defendants’ breaches of fiduciary duties in connection with the Proposed Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, GrafTech provided, and Brookfield obtained, sensitive non-public information concerning GrafTech and thus had unfair advantages that are enabling it to pursue the Proposed Transaction, which offers unfair and inadequate consideration.

96. As a result of this conduct, plaintiff and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining fair consideration for their GrafTech shares.

97. Plaintiff and the members of the Class have no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, plaintiff prays for judgment and relief as follows:

A. Ordering that this action may be maintained as a class action and certifying plaintiff as the Class representative and plaintiff’s counsel as Class counsel;

B. Preliminarily and permanently enjoining defendants and all persons acting in concert with them from proceeding with, consummating, or closing the Proposed Transaction;

C. In the event defendants consummate the Proposed Transaction, rescinding it and setting it aside or awarding rescissory damages to plaintiff and the Class;

D. Directing defendants to account to plaintiff and the Class for their damages sustained because of the wrongs complained of herein;

E. Awarding plaintiff the costs of this action, including reasonable allowance for plaintiff’s attorneys’ and experts’ fees; and

F. Granting such other and further relief as this Court may deem just and proper.


Dated: June 17, 2015		RIGRODSKY & LONG, P.A.

	By:	/s/ Brian D. Long
		Seth D. Rigrodsky (#3147)
		Brian D. Long (#4347)
		Gina M. Serra (#5387)
		Jeremy J. Riley (#5791)
		2 Righter Parkway, Suite 120
		Wilmington, DE 19803
		(302) 295-5310

		Attorneys for Plaintiff

Exhibit (a)(5)(J)

IN THE COMMON PLEAS COURT

CUYAHOGA COUNTY, OHIO

MARK O’NEILL

2409 Parveen Place

Nanaimo, British Columbia V9T 0G2,

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ADORACION GUERRERO

2821 Countrywood Lane

West Covina, CA 91791,

on Behalf of Themselves and All Others

Similarly Situated,

Plaintiffs,

Case No.

Judge

CLASS ACTION COMPLAINT

(Jury Demand Endorsed Hereon)

JOEL L. HAWTHORNE

4025 Meadowvale Court

Akron, OH 44333,

RANDY W. CARSON

8 Cogswood Road

Asheville, NC 28804,

THOMAS A. DANJCZEK

8003 E. Vista Canyon Street

Mesa, AZ 85207,

KAREN FINERMAN

830 Park Avenue, Apt 12A

New York, NY 10021,

DAVID R. JARDINI

201 Ryan Lane

Meadow Lands, PA 15347,

NATHAN MILIKOWSKY

117 Lyman Road

Chestnut Hill, MA 02467,

M. CATHERINE MORRIS

9502 E Maplewood Circle

Englewood, CO 80111,

BROOKFIELD ASSET MANAGEMENT INC.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3,

BROOKFIELD CAPITAL PARTNERS LTD.

Brookfield Place

181 Bay Street, Suite 300

Toronto, Ontario M5J 2T3,

BCP IV GRAFTECH HOLDINGS LP

Corporation Service Company

c/o Registered Agent

2711 Centerville Rd Suite 400

Wilmington, DE 19808,

-and-

ATHENA ACQUISITON SUBSIDIARY INC.,

Corporation Service Company

c/o Registered Agent

2711 Centerville Rd Suite 400

Wilmington, DE 19808,

Defendants.

Plaintiffs Mark O’Neill and Adoracion Guerrero (“Plaintiffs”), by their undersigned attorneys, for this Class Action Complaint, allege upon information and belief, except as to the allegations specifically pertaining to Plaintiffs, which are based on personal knowledge, as follows:

NATURE OF THE ACTION

1. This is a stockholder class action brought by Plaintiffs on behalf of the public stockholders of GrafTech International Ltd. (“GrafTech” or the “Company”) against the Company’s Board of Directors (the “Board” or the “Individual Defendants”), Brookfield Capital Partners Ltd. (“Brookfield Capital”), Brookfield Asset Management Inc. (“BAM”), BCP IV GrafTech Holdings LP (“Parent”), and Athena Acquisition Subsidiary Inc. (“Acquisition Sub”) (Brookfield, BAM, Parent, and Acquisition Sub are collectively referred to herein as “Brookfield”). This action seeks to enjoin defendants from further breaching their fiduciary duties in their pursuit of a sale of the Company at an unfair price through an unfair process that

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was tilted in favor of Brookfield (the “Proposed Transaction”). Defendants announced on May 18, 2015, that the Board had agreed to sell GrafTech to Brookfield, wherein Brookfield will acquire all of the outstanding common stock of GrafTech in a tender offer for $5.05 per share in cash (the “Proposed Consideration”). The Proposed Transaction, valued at approximately $695.3 million, greatly undervalues GrafTech, providing a mere 16.6% one-day premium to GrafTech stockholders based on the stock’s closing share price on April 29, 2015, the last trading day before the announcement of the potential transaction. The Proposed Transaction is also driven by the Individual Defendants’ conflicted interests and marred with preclusive deal protections that effectively prevent the Company from receiving a superior offer.

2. GrafTech is a global company that offers innovative graphite material solutions for its customers in a wide range of industries and end markets, including steel manufacturing, advanced energy applications, and latest generation electronics. GrafTech operates eighteen principal manufacturing facilities on four continents and sells products in over seventy countries. Impressively, the Company’s Industrial Materials network has the largest manufacturing capacity and the lowest manufacturing cost structure of all of its major competitors, all while delivering the highest level quality products.

3. Although the market has recently softened, during 2013 and 2014 the Company announced rationalization plans designed to significantly improve its competitiveness, allow it to better serve customers, cut costs, and position its business for substantial success. In line with these plans and as further detailed herein, GrafTech has successfully began streamlining, simplifying, and decentralizing the organization, resulting in substantial savings within its corporate functions. As a result, the Company is now well poised for profitability and future growth.

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4. The Daniel and Nathan Milikowsky Group (the “Milikowsky Group”) has long been one of GrafTech’s largest stockholders, with defendant Nathan Milikowsky (“Milikowsky”) as the group’s designee on the Board. Although GrafTech is well positioned for success, the Milikowsky Group has long argued that the Company was underperforming in light of its significant potential. As such, the Milikowsky Group has been pushing for a change in the control of the Company. To that end, the group waged a successful proxy contest in 2014 and won three of seven Board seats. In early 2015, the Milikowsky Group initiated another proxy contest with the intent of electing five members of the GrafTech Board.

5. In response to the proxy contest, the Board rushed to strike a deal that would undermine the push from the Milikowsky Group, while allowing the Board to exit the Company with their reputation intact and millions of dollars in special “change-of-control” payments. In particular, prior to a stockholder meeting on the proxy contest, GrafTech announced that it had entered into an Investment Agreement on May 4, 2015 with Brookfield. Pursuant to the Investment Agreement, Brookfield agreed to purchase shares of convertible preferred stock for an aggregate purchase price of $150 million in cash, convertible at Brookfield’s option into at least 19.9% of the outstanding shares of GrafTech stock. Further, Brookfield received the right to designate at least two members for election to the Board. At the same time, the Company and Brookfield entered into a letter of intent to negotiate a tender offer by Brookfield to purchase all of the outstanding shares of GrafTech common stock at a purchase price of $5.05 per share. Just two weeks after entering into the Investment Agreement, GrafTech announced the Proposed Transaction of the Company by Brookfield and that the Milikowsky Group agreed to tender its shares.

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6. In agreeing to the Proposed Transaction, the Board conducted a rushed process that was not reasonably designed to maximize stockholder value. In the space of just over two months, the Board acceded to the Investment Agreement and Proposed Transaction without ever canvassing the market. As a result, the Board agreed to tender the Company for a meager $5.05 per share, a premium of just 16.6% based on the Company’s closing price on April 29, 2015, the last trading day before the announcement of the potential transaction.

7. Additional factors further demonstrate that the Proposed Consideration is too low. For example, at least one analyst, Sidoti & Company, LLC (“Sidoti & Co.”) recently predicted a target price well above the offer price of $5.05, with a target price of $9 set on June 11, 2015. Further, the average one-day premium to a target’s stock price for transactions valued between $100 million and $1 billion in the last three years in the electrical components and equipment industry over 28%. In comparison, the one-day premium Brookfield is offering GrafTech stockholders here is a mere 16.6%–barely half of the average in comparable transactions. More, the Proposed Consideration drastically undervalues the Company when compared to the multiples its peers have to trailing revenues and forward revenues.

8. The Individual Defendants are willing to sell now rather than wait for GrafTech to reap these long-term benefits or a higher premium in order to gain substantial personal benefits afforded them (but not the Company’s public stockholders) in the Proposed Transaction. For example, following the consummation of the Proposed Transaction, it appears that all or most of the directors and officers will become directors and officers of the new combined company, thus retaining their prestigious and lucrative positions and compensation at the post-Proposed Transaction company. These executives and directors have managed to secure for themselves substantial employment at the expense of the stockholders’ best interests. Further, in addition,

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certain Board members will receive accelerated vesting of unvested options worth more than $1.3 million dollars, and all of the Board members will unload massive illiquid holdings in GrafTech that they would not have otherwise been able to sell without the severe accompanying depression in stock price that a large-scale sale of GrafTech stock would create. More, several officers and at least one Board member will receive millions of dollars in payments as a result of the change of control.

9. In order to lock up the Proposed Transaction on these unfair terms, the defendants adopted numerous preclusive and onerous deal protection devices, which are set forth in the Agreement and Plan of Merger dated May 17, 2015 (the “Merger Agreement”). These provisions, which collectively preclude any competing offers for the Company, include: (i) a flawed thirty-five-day go-shop period which, although it allows the Company to enter into discussion with third parties, requires the Company to pay a termination fee of $7.5 million should it enter into a superior acquisition proposal negotiated during the go-shop period (ii) a termination fee of $20 million if the Company accepts a competing bid after the expiration of the go-shop period; (iii) a no-solicitation clause; and (iv) a four business-day matching rights period during which Brookfield can match any superior proposal received by the Company.

10. Worse, in an attempt to secure stockholder support for the inadequate Proposed Transaction, on May 26, 2015, GrafTech filed a Schedule 14D-9 Solicitation/Recommendation Statement (the “Recommendation Statement”) with the U.S. Securities and Exchange Commission (“SEC”). The Recommendation Statement, which recommends that GrafTech stockholders tender their shares in the tender offer, omits and/or misrepresents material information about the flawed sales process for the Company, the valuation analysis prepared by the Company’s financial advisors, the unfair Proposed Consideration offered in the transaction, and the actual intrinsic value of the Company and Brookfield both on a stand-alone basis and pro forma basis. Pursuant to the Recommendation Statement, the tender offer expires on July 7, 2015.

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11. In short, the Proposed Transaction is designed to unlawfully divest GrafTech’s public stockholders of the Company’s valuable assets for grossly inadequate consideration. To remedy defendants’ breaches of fiduciary duties and other misconduct, Plaintiffs seek injunctive relief preventing consummation of the Proposed Transaction, unless and until the Company adopts and implements a procedure or process to obtain a transaction that provides the best possible terms for stockholders, or rescission of the Merger Agreement to the extent that the Proposed Transaction has been consummated.

JURSIDICTION AND VENUE

12. This Court has jurisdiction over each defendant named herein because each defendant is either a corporation that conducts business in and maintains operations in this County, or is an individual who has sufficient minimum contacts with Ohio so as to render the exercise of jurisdiction by the Ohio courts permissible under traditional notions of fair play and substantial justice.

13. Venue is proper in this Court because one or more of the defendants either resides in or maintains executive offices in this County, a substantial portion of the transactions and wrongs complained of herein, including the defendants’ primary participation in the wrongful acts detailed herein and aiding and abetting and conspiracy in violation of fiduciary duties owed to GrafTech occurred in this County, and defendants have received substantial compensation in this County by doing business here and engaging in numerous activities that had an effect in this County.

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THE PARTIES

14. Plaintiffs are and have been stockholders of GrafTech at all times relevant hereto.

15. Non-Defendant GrafTech is a Delaware corporation with its principal executive offices located at Suite 300, Park Center I, 6100 Oak Tree Boulevard, Independence, Ohio. GrafTech manufactures and provides advanced graphite and carbon materials used in the transportation, solar, and oil and gas exploration industries. The Company produces a broad range of high quality graphite electrodes, products essential to the production of electric are furnace steel and various other ferrous and nonferrous materials. GrafTech also produces needle coke products, which are the primary raw material needed in the manufacture of graphite electrodes. Further, GrafTech manufactures carbon, graphite, and semi-graphite refractory products that protect the walls of blast furnaces and submerged are furnaces. As of December 31, 2014, GrafTech had 2,397 employees across Europe, Mexico, Brazil, South Africa, the U.S., and the Asia Pacific region. Upon completion of the Proposed Transaction, GrafTech will become a wholly owned subsidiary of defendant Parent.

16. Defendant Joel L. Hawthorne (“Hawthorne”) is GrafTech’s President, Chief Executive Officer, and director and has been since January 2014. Defendant Hawthorne was also GrafTech’s President of Engineered Solutions from March 2011 to January 2014; and held various other executive positions with the Company beginning in August 1999.

17. Defendant Randy W. Carson (“Carson”) is GrafTech’s Chairman of the Board and has been since June 2014 and a director and has been since 2009.

18. Defendant Thomas A. Danjczek is a GrafTech director and has been since May 2014.

19. Defendant Karen Finerman is a GrafTech director and has been since May 2014.

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20. Defendant David R. Jardini is a GrafTech director and has been since May 2014.

21. Defendant Milikowsky is a GrafTech director and has been since May 2014. Defendant Milikowsky was also a GrafTech director from December 2010 to May 2013. In connection with the Proposed Transaction, defendant Milikowsky and his affiliates entered into a tender and support agreement with defendants Parent and Acquisition Sub, pursuant to which, among other things, they agreed to tender all of their 15,266,842 shares, or 11.2% of outstanding shares, in the offer and take certain other actions in furtherance of the merger.

22. Defendant M. Catherine Morris is a GrafTech director and has been since May 2014.

23. Defendant BAM is a Canadian corporation and may be served with process at its principal executive offices at Brookfield Place, 181 Bay Street, Suite 300, Toronto, Canada. Defendant BAM is a global alternative asset manager with over $200 billion in assets. Defendant BAM’s assets have a focus on property, renewable energy, infrastructure, and private equity.

24. Defendant Brookfield is an affiliate of defendant BAM.

25. Defendant Parent is a Delaware limited partnership and an indirect wholly owned subsidiary of defendant Brookfield Capital.

26. Defendant Acquisition Sub is a Delaware corporation and a wholly owned subsidiary of defendant Parent and an indirect wholly owned subsidiary of defendant Brookfield Capital. Upon completion of the Proposed Transaction, defendant Acquisition Sub will merge with and into GrafTech and cease its separate corporate existence.

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CLASS ACTION ALLEGATIONS

27. Plaintiffs bring this action as a class action on behalf of themselves and all other public stockholders of GrafTech that have been or will be harmed by defendants’ conduct described herein (the “Class”). Excluded from the Class are defendants and any individual or entity affiliated with any defendant.

28. This action is properly maintainable as a class action.

29. The Class is so numerous that joinder of all members is impracticable. According to the Merger Agreement, there were more than 137.6 million shares of GrafTech common stock outstanding as of April 20, 2015.

30. There are questions of law and fact that are common to the Class and that predominate over questions affecting any individual Class member. The common questions include the following:

(a) whether the Individual Defendants have breached their fiduciary duties of loyalty, good faith, and/or due care with respect to Plaintiffs and the other members of the Class in connection with the Proposed Transaction;

(b) whether the individual Defendants breached their fiduciary duty to secure and obtain the best price reasonably available under the circumstances for the benefit of Plaintiffs and the other members of the Class in connection with the Proposed Transaction;

(c) whether the Individual Defendants, in bad faith and for improper motives, impeded or erected barriers designed to discourage other potentially interested parties from making an offer to acquire the Company or its assets;

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(d) whether GrafTech, Brookfield, and Acquisition Sub aided and abetted any of the Individual Defendants’ breaches of fiduciary duties owed to Plaintiffs and the other members of the Class in connection with the Proposed Transaction; and

(e) whether Plaintiffs and the other members of the Class would suffer irreparable injury were the Proposed Transaction consummated.

31. Plaintiffs’ claims are typical of the claims of the other members of the Class and Plaintiffs do not have any interests adverse to the Class.

32. Plaintiffs have retained competent counsel experienced in litigation of this nature and will fairly and adequately represent and protect the interests of the Class.

33. The prosecution of separate actions by individual members of the Class would create a risk of inconsistent or varying adjudications with respect to individual members of the Class that would establish incompatible standards of conduct for the party opposing the Class.

34. Defendants have acted, or failed to act, on grounds generally applicable to the Class with respect to the matters complained of herein, thereby making appropriate the relief sought herein with respect to the Class as a whole.

THE FLAWED SALES PROCESS

35. As set forth in the Recommendation Statement, the Proposed Transaction is the result of a flawed process that was tilted in favor of Brookfield from the outset. The entire deal, including the $150 million Investment Agreement and entry into the Proposed Transaction, was completed in just over two months. During deliberations with Brookfield, the Board never authorized anyone at the Company or its financial advisor, J.P. Morgan Securities LLC (“J.P. Morgan”), to conduct any sort of premarket check. Nor did the Company ever even attempt to shop itself to another potential buyer before agreeing to Brookfield’s terms.

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36. The parties first met on March 6, 2015. On that date, Brookfield offered the Company a $100 million convertible note.

37. On March 17, 2015, defendant Milikowsky issued and filed with the SEC a formal proxy statement seeking the election of seven Board members, including himself and several allies. The vote for this proxy contest was scheduled for the Company’s annual stockholder meeting on May 29, 2015.

38. Recognizing that GrafTech was in a vulnerable position due to the challenges to its business and uncertain corporate governance, on March 19, 2015, Brookfield made a non-binding expression of interest to acquire the Company at a price range of between $5 and $5.25 per share, well below the Company’s fifty-two-week high of $10.77 per share. Brookfield indicated that it was willing, “if of interest, a possible offer to afford the Company’s stockholders an opportunity to retain their Shares of the Company under Brookfield sponsorship.” In the first draft of documents provided to GrafTech, Brookfield initially considered a post-closing go-shop period of between thirty and sixty days.

39. On April 14, 2015, Brookfield retracted its $100 million convertible note offer and instead offered to purchase $150 million of convertible preferred stock and a proposed tender offer for up to 100% of the Company’s shares at a purchase price of $5 per share.

40. On April 22, 2015, the Board stated that it would consider a deal at the substantially increased price of $5.75 per share. Ultimately, however, the Board accepted a meager $5.05 Proposed Consideration, a mere $0.05 per share increase to Brookfield’s original proposal, and a meager 1% premium compared to the $5 per share that Brookfield initially acquired a 20% interest in the Company.

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THE PROPOSED TRANSACTION AND THE PRECLUSIVE MERGER AGREEMENT

41. On May 18, 2015, GrafTech issued a press release announcing that the individual Defendants had agreed to sell GrafTech to Brookfield. Under the terms of the Merger Agreement, holders of GrafTech common stock will receive $5.05 for each share of GrafTech common stock they own. The transaction values GrafTech at approximately $695.3 million. The May 18, 2015 press release stated, in relevant part:

INDEPENDENCE, Ohio-(BUSINESS WIRE)—May 18, 2015—GrafTech International Ltd. (NYSE:GTI) (“GrafTech” or the “Company”) today announced it has entered into a definitive agreement and plan of merger with an affiliate of Brookfield Asset Management Inc. (NYSE: BAM) (TSX: BAM.A) (Euronext: BAMA) (“Brookfield”) under which Brookfield will commence a tender offer to acquire up to all of the outstanding shares of GrafTech common stock. The definitive agreement was unanimously approved by GrafTech’s Board of Directors and follows the letter of intent announced by GrafTech on April 29, 2015. Holders of approximately 11% of the outstanding shares of GrafTech common stock, including GrafTech director Nathan Milikowsky, have agreed to support the transaction and tender their shares in the tender offer.

Under the terms of the agreement, Brookfield will commence a tender offer to purchase up to all of the outstanding shares of GrafTech common stock at a purchase price of $5.05 per share, representing a premium of 26% over the average closing price of the Company’s common shares during the 60 trading days ended April 28, 2015. The tender offer is not subject to any financing conditions.

The tender offer is intended to provide GrafTech stockholders the option to choose immediate liquidity at a premium as described above or to participate in GrafTech as a stockholder following the closing of the tender offer (subject to the merger provisions described below) with the benefit of Brookfield sponsorship going forward. 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.

Pursuant to the agreement, the tender offer will commence no later than May 26, 2015 and will expire at 12:00 midnight, New York City time, on July 7, 2015, unless extended in accordance with the terms of the agreement and the applicable rules and regulations of the Securities and Exchange Commission. Consummation

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of the tender offer is subject to certain conditions, including receipt of required regulatory approvals, the tender of a number of GrafTech shares that, together with any other shares then owned by Brookfield (including shares issuable upon conversion of the convertible preferred stock expected to be issued to Brookfield as previously announced), would represent at least 30% of the then outstanding shares plus shares issuable upon such conversion (the “minimum tender condition”), and other customary conditions. Assuming the convertible preferred stock is issued prior to the expiration of the tender offer, as of the date hereof, satisfaction of the minimum tender condition would require the tender of approximately 15% of the currently outstanding GrafTech shares.

If the number of GrafTech shares tendered, together with any other shares then owned by Brookfield (including shares issuable upon conversion of the convertible preferred stock expected to be issued to Brookfield as previously announced), would represent at least 80% of the then outstanding shares plus shares issuable upon such conversion (the “merger condition”), then the remaining outstanding GrafTech shares will be acquired in a merger transaction at the same price offered in the tender offer. Assuming the convertible preferred stock is issued prior to the expiration of the tender offer, as of the date hereof, satisfaction of the merger condition would require the tender of approximately 75% of the currently outstanding GrafTech shares.

42. Also on May 18, 2015, the Company filed a Current Report on Form 8-K with the SEC wherein it disclosed the Merger Agreement. The Merger Agreement contains a number of draconian deal protection devices designed to preclude any competing bids for GrafTech from emerging in the period following the announcement of the Proposed Transaction, which effectively locked-up the deal in favor of Brookfield. As the Individual Defendants were duty bound to maximize stockholder value in connection with the Proposed Transaction, the inclusion of these provisions, as detailed below, constitutes a further breach of their fiduciary duties.

43. Under section 6.2(a) of the Merger Agreement, the Board implemented a thirty-five-day “go-shop period” in which purportedly allows the Company to solicit other potential buyers. In fact, however, the “go-shop” is structured to deter potential bidders. During the go-shop period, section 6.2(a) requires the Company to furnish to Brookfield any non-public information provided to any third party that was not provided to Brookfield within twenty-four hours of doing so. Moreover, no later than one business day following the expiration of the

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go-shop period (the no-shop period start date), the Company must notify Brookfield of the identity of each third party from whom the Company received a written acquisition proposal and provide to Brookfield a copy of all materials related to any acquisition proposal, the identity of the third parties making such acquisition proposal(s), and a written summary of the material terms of any acquisition proposal not made in writing. As a result, any competing bidder that wants to engage in negotiations with the Company knows that all of the contents, terms, and discussions of such negotiations will be disclosed to Brookfield. In addition, even if the Company is somehow able to reach an agreement with a third party during the go-shop period, section 9.4(b) requires that GrafTech pay a go-shop termination fee of $7.5 million to Brookfield.

44. Following the expiration of the go-shop period, section 6.2(b) bars the Company from seeking a superior offer for its stockholders. Specifically, section 6.2(b) of the Merger Agreement states, in pertinent part:

45. Though the Merger Agreement ostensibly has a “fiduciary out” provision that allows the Company to negotiate with other bidders, this provision would require a potential acquiror to first make an unsolicited offer. Without access to non-public information, which the Company is prevented from offering under the Merger Agreement prior to the receipt of an offer that the Company reasonably expects to lead to a superior deal, no other bidders will emerge to make a superior proposal.

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46. Furthermore, under section 7.4(e) of the Merger Agreement, should it receive an unsolicited bid, the Company must notify Brookfield of the bidder’s offer. Thereafter, should the Board determine that the unsolicited offer is superior, Brookfield is granted four business days to amend the terms of the Merger Agreement to make a counter offer that only needs to be as favorable to the Company’s stockholders as the unsolicited offer. Brookfield will be able to match the unsolicited offer because it is granted unfettered access to the unsolicited offer, in its entirety, eliminating any leverage the Company has in receiving the unsolicited offer.

47. Also, pursuant to section 9.4(b) of the Merger Agreement, GrafTech must pay Brookfield a $20 million termination fee if it accepts a superior proposal after the go-shop period.

DEFENDANTS’ INTERESTS IN THE PROPOSED TRANSACTION

48. The Individual Defendants disloyally placed their own interests first, and tailored the terms and conditions of the Proposed Transaction to meet their own personal needs and objectives. As an initial matter, the Proposed Transaction provides a means for members of the Board and senior management to ensure the buyout of GrafTech’s vocal critic and largest stockholder and creditor, defendant Milikowsky, thus avoiding an embarrassing proxy battle that would likely have had disastrous consequences to the reputations and professional standings of the incumbent Board members that were not aligned with defendant Milikowsky. In fact, recent studies have shown that proxy contests are associated with significant adverse effects on the careers of incumbent directors who often also lose seats on other unrelated boards or face other lost business opportunities as a result of the proxy fight. Here, by agreeing to the Proposed Transaction, the Board not only avoids such negative consequences, several of its members will be able to retain their positions as directors at the newly formed company. Indeed, upon closing of the Proposed Transaction, Brookfield will be obligated to retain at least three directors who were on the Board on the date of the Merger Agreement.

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49. The Proposed Transaction also provides defendant Milikowsky with an exit to the proxy battle without the appearance that he surrendered. Thus, as a result of the transaction, defendant Milikowsky and the opposing directors will each be able to save face without admitting any sort of defeat, while at the same time cashing in on their illiquid holdings at a premium. As shown in the below table, defendant Hawthorne will receive accelerated equity benefits from the Proposed Transaction totaling over $1.3 million, and each of the Individual Defendants will be able to unload massive quantities of their illiquid holdings in GrafTech, totaling over $82.5 million, that they would not have otherwise been able to sell without the severe accompanying depression in stock price that a large-scale sale of GrafTech stock would create:


Defendant	Common Share Consideration		Accelerated Consideration		Total Merger Consideration
Joel L. Hawthorne	$	3,258,860.95	$	1,363,460.00	$	4,622,320.95
Randy W. Carson	$	394,243.40	$	—	$	394,243.40
Thomas A. Danjczek	$	42,960.35	$	—	$	42,960.35
Karen Finerman	$	1,477,195.70	$	—	$	1,477,195.70
David R. Jardini	$	358,585.35	$	—	$	358,585.35
Nathan Milikowsky	$	77,021,802.10	$	—	$	77,021,802.10
M. Catherine Morris	$	42,960.35	$	—	$	42,960.35

Total	$	82,596,608.20	$	1,363,460.00	$	83,960,068.20

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50. In addition to the above windfall payments, it appears that most of the members of GrafTech’s senior management will continue with the combined company following the consummation of the Proposed Transaction. Indeed, section 3.6(b) of the Merger Agreements states that all officers of the Company will continue in their employment “until their respective successors are duly appointed,” and the Merger Agreement contains various provisions contemplating the compensation of continuing employees. In fact, while the deal was being finalized, defendant Hawthorne implied that management would continue at the combined company following the transaction, noting that “Brookfield shares our focus on executing a strategy that will allow GrafTech to manage through intensifying industry challenges in preparation for a cyclical upturn.”

51. By negotiating for such personal benefits in connection with the consummation of the Proposed Transaction, the Individual Defendants placed their own personal interests before those of the Company’s stockholders thus resulting in the Proposed Transaction being presented to GrafTech stockholders at an untenable and inadequate offer price.

THE PROPOSED TRANSACTION UNDERVALUES GRAFTECH

52. The Individual Defendants’ fiduciary duties require them to maximize stockholder value when entering into a change-in-control transaction such as the Proposed Transaction. Here, however, the Individual Defendants’ eagerness to enter into an acquisition with Brookfield due to their conflicted status resulted in a sales process that was not designed to obtain the maximum price for GrafTech stockholders. As a result, the Company’s public stockholders have been, and will continue to be, denied the fair process and arm’s-length negotiated terms to which they are entitled to in a sale of their Company. Indeed, the Proposed Consideration does not reflect the true inherent value of the Company as known to the Individual Defendants and Brookfield.

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GrafTech Is Well-Poised for Growth as Commodity Prices Increase

53. GrafTech is a leading manufacturer of high quality graphite electrodes, which are essential to the production and manufacture of steel and other metals, and needle coke products, which are the primary raw materials used in graphite electrodes. The Company also manufactures carbon, graphite, and semi-graphite refractory products, which are used to protect the walls of blast furnaces and submerged arc furnaces. In 2014, GrafTech products topped $7.4 billion in worldwide sales. Impressively, the Company’s Industrial Materials network has the largest manufacturing capacity and the lowest manufacturing cost structure of all of its major competitors, all while delivering the highest level quality products.

54. Although commodity prices have recently declined, given their cyclical nature, the Company is well-poised to capitalize on the next upswing. In fact, since September 2014, the Company’s stock price has leveled from previous declines, and has traded as high as $5.19 as recently as December 30, 2014, with a fifty-two-week high of $10.77 per share.

55. As commodity prices are expected to increase, GrafTech has positioned itself to capitalize even further by implementing various significant and effective business plans to significantly improve its competitiveness, allow it to better serve customers, and position its business for substantial success. In line with these plans, GrafTech has successfully began streamlining, simplifying, and decentralizing the organization, resulting in substantial savings within its corporate functions. As was recently touted on January 23, 2015, by the Company’s Chairman of the Board, defendant Carson, in anticipation of the then upcoming proxy battle:

... [Defendant Hawthorne] and the management team have expeditiously developed and successfully executed on initiatives to improve operations, reduce costs, enhance liquidity and effectively respond to continuing weak demand from the global steel industry and other end market challenges to insure long-term success of the Company. These initiatives include:

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•

An ongoing company-wide cost savings program, which is enabling GrafTech to achieve total annual cost savings of more than $120 million (more than 10% of annual sales).

•

Optimization of the graphite electrode manufacturing platform by rationalizing its two highest cost manufacturing sites, including significant headcount reductions.

•

Changes to the operating and management structure to simplify and decentralize the organization.

•

Redesign of the Company’s research and development function to accelerate innovation for new product development and commercial introduction.

•

Downsizing of the Company’s corporate functions, including headcount and other SG&A reductions.

•

Rationalization of underperforming product lines.

•

Enhancement of financing arrangements that increased borrowing capacity by over $125 million in the past nine months.

•

Significant inventory reduction (over $70 million in 2014).

•

Continued development of new products for consumer electronics markets, including lithium ion battery and crystal growth markets which have contributed approximately 50% of the revenue in the Engineered Solutions segment, which will provide long-term value creation for the Company and its stockholders.

These initiatives have allowed GrafTech to work more closely with its customers, drive greater accountability and respond even more efficiently to changing market dynamics. In fact, all of the operational concerns that [were] voiced in last year’s proxy contest (such as inventory reduction, SG&A reduction and streamlining operations) were already being addressed by management and were completed over the last nine months... and the management... is presently focused on successfully driving that work forward to enhance long-term value for all of [GrafTech’s] stockholders.

56. Unfortunately, GrafTech stockholders will not experience the benefit of the Company’s recent optimizations and significant growth prospects. As stated above, the Proposed Consideration offered in the Proposed Transaction does not reflect the true inherent value of the Company that was known only to defendants at the time the Proposed Transaction was announced. Given the above-mentioned factors, the $5.05 per share Proposed Consideration grossly undervalues GrafTech and would unfairly divest its stockholders of their interest in the Company.

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An Analysis of Comparable Companies and Similar Transactions Provides Significantly Greater Premiums

57. Compared to the Company’s peers, the Proposed Consideration undervalues GrafTech. A common way to value a company is to look at its multiple to its enterprise value (“EV”) to the last twelve months (“LTM”) revenues. The Company’s peers have an EV that is between 1.22x to 1.68x their LTM revenues. Applying these same multiples to the Company results in a per share value between $5.18 to $8.53—up to 69% higher than the Proposed Consideration.

58. Comparing GrafTech to the Company’s peers’ EV based on future revenues also demonstrates the inadequacy of the Proposed Consideration. Using the same analysis above, only replacing fiscal year 2016 revenue for LTM revenues results in a multiple of 1.30x to 1.67x. Applying these same multiples to the Company results in an EV on a per share basis of between $5.30 to $7.87—up to 56% higher than the Proposed Consideration.

59. The $5.05 per stock price is also insufficient relative to similar transactions in the electrical components and equipment industry. Notably, the one-day, one-week, and one-month price premiums reflected in the Proposed Transaction, only 16.6%, 18.4%, and 21.6%, respectively, are considerably lower than the median one-day, one-week, and one-month premiums achieved in like transactions in the oil and gas exploration and production industry over the last three years, approximately 28.3%, 28.1%, and 29.9%, respectively.

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Certain Analysts Predict Higher Targets

60. The inadequacy of the Proposed Consideration is further highlighted by the targets set by various analysts. For example, on April 30, 2015, Sidoti & Co. set a target price of $6. Notably, after reviewing the Proposed Transaction in more depth, on June 11, 2015, Sidoti & Co. substantially increased its target price to $9. Further, according to Yahoo! Finance, the mean price target for the Company is $5.53, or nearly 10% higher than the total potential consideration offered under the Proposed Transaction.

THE MATERIALLY MISLEADING AND INCOMPLETE

RECOMMENDATION STATEMENT

61. In order to convince GrafTech stockholders to tender their shares, defendants filed the materially misleading and incomplete Recommendation Statement with the SEC on May 26, 2015. The Recommendation Statement, which indicates the tender offer will expire on July 7, 2015, misrepresents and/or omits material information necessary for GrafTech stockholders to make an informed decision whether tender their shares in the tender offer. Specifically, as set forth below, the Recommendation Statement fails to provide Company stockholders with material information and/or provides them with materially misleading information concerning the flawed and self-serving sales process for the Company, the valuation analysis prepared by the Company’s financial advisors, the unfair Proposed Consideration offered in the Proposed Transaction, and the actual intrinsic value of the Company and Brookfield both on a stand-alone basis and pro forma basis.

Disclosure Deficiencies Concerning the Conflicted Sales Process

62. The Recommendation Statement fails to disclose material information concerning the events that led up to the announcement of the Proposed Transaction, including, but not limited to, information pertaining to the process conducted by the Company in considering a sale. Specifically, the “Background” section fails to disclose:

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(a) the details concerning the Board’s decision to conduct the Proposed Transaction to buy out the interests of the Milikowsky Group and put an end to the proxy contest;

(b) whether, and if so, how, J.P. Morgan conducted any sort of pre-market check and provided this information to the Board;

(d) whether there were any discussions concerning the continued employment of senior management following the consummation of the Proposed Transaction, and if so, who was involved in such discussions and when such discussions took place; and

(e) whether the Board held any additional discussions among themselves or with Brookfield concerning Brookfield’s March 19, 2015 offer, to allow GrafTech stockholders to retain their shares of the Company under Brookfield sponsorship, and if not, the reasons such offer was never given full consideration.

63. With respect to past fees received by J.P. Morgan, the Recommendation Statement fails to disclose the amount of compensation J.P. Morgan received for: (i) acting as a bookrunner on debt underwritings for portfolio companies of Brookfield; (ii) acting as the joint lead arranger on the Company’s term loan in February 2015; and (iii) serving as an agent bank and a lender under outstanding credit facilities of the Company.

Disclosure Deficiencies Concerning the Valuation Analysis Prepared by J.P. Morgan

64. The Recommendation Statement cites to and annexes the opinion of GrafTech’s financial advisor J.P. Morgan, which concludes that the consideration to be received by GrafTech stockholders in the Proposed Transaction is fair, from a financial point of view. However, the Registration Statement fails to disclose material information about J.P. Morgan’s opinion and methodology, rendering it impossible for Company stockholders to effectively evaluate, and determine whether to tender their shares in the tender offer.

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65. With respect to the Discounted Cash Flow Analysis, the Recommendation Statement fails to disclose: (i) the inputs and assumptions used by J.P. Morgan to apply perpetual growth rates of 1.5% to 2.5% to the Company’s unlevered free cash flows; and (ii) the inputs and assumptions used by J.P. Morgan to determine a discount rates from 10.5% to 12.5%.

66. With respect to the Public Trading Multiples analysis, the Recommendation Statement fails to disclose: (i) the “complex considerations and judgments” undertaken by J.P. Morgan, and how these affected its analysis; (ii) the individual implied per share equity values of each of the selected companies; and (iii) the inputs and assumptions used by J.P. Morgan to arrive at the selected multiple reference ranges used for the Company for 2015 estimated (“E”) firm value (“FV”)/earnings before interest, taxes, depreciation, and amortization (“EBITDA”) and 2016E FV/EBITDA, respectively, particularly for 2015 since the low end of the range exceeds both the mean and the median of the selected companies’ range.

67. With respect to the Selected Transaction Multiples Analysis, the Registration Statement fails to disclose: (i) the equity value of each selected transaction; and (ii) the target company’s FV as a multiple of LTM EBITDA for each selected transaction.

FIRST CAUSE OF ACTION

(Claim for Breach of Fiduciary Duties Against the Individual Defendants)

68. Plaintiffs incorporate by reference and reallege each and every allegation contained above as though fully set forth herein.

69. The Individual Defendants have violated the fiduciary duties of care, loyalty, and good faith owed to the public stockholders of GrafTech and have acted to put their personal interests ahead of the interests of GrafTech stockholders.

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70. By the acts, transactions, and course of conduct alleged herein, defendants, individually and acting as a part of a common plan, are attempting to unfairly deprive Plaintiffs and the other members of the Class of the true value of GrafTech.

71. The Individual Defendants have violated their fiduciary duties by entering GrafTech into the Proposed Transaction without regard to the effect of the Proposed Transaction on GrafTech’s stockholders.

72. As demonstrated by the allegations above, the Individual Defendants failed to exercise the care required and breached their duty of loyalty owed to the stockholders of GrafTech because, among other reasons:

(a) they failed to take steps to maximize the value of GrafTech to its public stockholders;

(b) they failed to properly value GrafTech and its various assets and operations; and

(c) they ignored or did not protect against the numerous conflicts of interests resulting from the Individual Defendants’ own financial stakes in the Proposed Transaction.

73. Because the Individual Defendants control the business and corporate affairs of GrafTech, and have access to private corporate information concerning GrafTech’s assets, business, and future prospects, there exists an imbalance and disparity of knowledge and economic power between them and the public stockholders of GrafTech that makes it inherently unfair for them to pursue and recommend the Proposed Transaction wherein they will reap disproportionate benefîts to the exclusion of maximizing stockholder value.

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74. By reason of the foregoing acts, practices, and course of conduct, the Individual Defendants have failed to exercise ordinary eare and diligence in the exercise of their fiduciary duties toward Plaintiffs and the other members of the Class.

75. The Individual Defendants are engaging in self-dealing, are not acting in good faith toward Plaintiffs and the other members of the Class, and have breached and are breaching their fiduciary duties to the Class.

76. As a result of the Individual Defendants’ unlawful actions, Plaintiffs and the other members of the Class will be irreparably harmed in that they will not receive their fair portion of the value of GrafTech’s assets and operations. Unless the Proposed Transaction is enjoined by the Court, the Individual Defendants will continue to breach their fiduciary duties owed to Plaintiffs and the members of the Class, and may consummate the Proposed Transaction, all to the irreparable harm of the members of the Class.

77. Plaintiffs and the Class have no adequate remedy at law. Only through the exercise of this Court’s equitable powers can Plaintiffs and the Class be fully protected from the immediate and irreparable injury that defendants’ actions threaten to inflict.

SECOND CAUSE OF ACTION

(Claim for Aiding and Abetting Breaches of Fiduciary Duty Against Brookfield)

78. Plaintiffs incorporate by reference and reallege each and every allegation contained above as though fully set forth herein.

79. Defendant Brookfield knowingly assisted the Individual Defendants’ breaches of fiduciary duties in connection with the Proposed Transaction, which, without such aid, would not have occurred. In connection with discussions regarding the Proposed Transaction, GrafTech provided, and Brookfield obtained, sensitive, non-public information concerning GrafTech and thus had unfair advantages that are enabling Brookfield to acquire the Company at an unfair and inadequate price.

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80. As a result of this conduct, Plaintiffs and the other members of the Class have been and will be damaged in that they have been and will be prevented from obtaining a fair price for their GrafTech shares.

81. As a result, Plaintiffs and the Class members are being irreparably harmed.

82. Plaintiffs and the Class have no adequate remedy at law.

PRAYER FOR RELIEF

WHEREFORE, Plaintiffs demand injunctive relief, in their favor and in favor of the Class and against defendants as follows:

A. Declaring that this action is properly maintainable as a class action;

B. Rescinding, to the extent already implemented, the Merger Agreement;

C. Enjoining defendants, their agents, counsel, employees, and all persons acting in concert with them from consummating the Proposed Transaction, unless and until the Company adopts and implements a procedure or process reasonably designed to enter into a merger agreement providing the best possible value for stockholders;

D. Awarding Plaintiffs the costs and disbursements of this action, including reasonable attorneys’ and experts’ fees; and

E. Granting such other and further equitable relief as this Court may deem just and proper.

JURY DEMAND

Plaintiff demands a TRIAL BY JURY.


Dated: June 29, 2015		LANDSKRONER GRIECO MERRIMAN, LLC

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/s/ Paul Grieco

PAUL GRIECO (0064729)

1360 West 9th Street, Suite 200

Cleveland, OH 44113

Telephone: (216) 522-9000

Facsimile: (216) 522-9007

ROBBINS ARROYO LLP

BRIAN J. ROBBINS

STEPHEN J. ODDO

EDWARD B. GERARD

JUSTIN D. RIEGER

600 B Street, Suite 1900

San Diego, CA 92101

Telephone: (619) 525-3990

Facsimile: (619) 525-3991

Attorneys for Plaintiffs

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