SecProbe.io

March 11 , 2014

Via E -Mail
David B. Feirstein
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022

Re: GrafT ech International Ltd.
PREN14A filed February 25, 2014
Filed by Nathan Milikowsky  et al
File No. 001-13888

Dear Mr. Feirstein :

The Office of Mergers and Acquisitions has review ed the filing listed above. Our
comments follow. All defined terms have the same meaning as in the proxy statement listed
above .

Please respond to this letter by revis ing your filing, by providing the requested
information, or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances or do not believe an am endment is
appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Preliminary Proxy Statement  filed on February 25 , 2014

General

1. On March 11, 2014, participants in the solicitation including Nathan and Daniel
Milikowsky filed presentation materials as an exhibit to a Schedule 13D/A. According to
the description of the materials in the amended Schedule 13D, they constitute soliciting
materials and should be filed as such.  In addition, the disclosure in your proxy statement
regarding the facts relating to the solicitation and your plans for GrafTech and the alleged
issues with its current management team and operat ions should be consistent with the
presentation and any other proxy materials. As an example only, the presentation
materials state that Nathan Milikowsky and “other partners” hold $200,000,000 of

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 2

 GrafTech debt, which is not disclosed in the proxy statemen t. See our comments below.

2. See our last comment above. On a supplemental basis and with a view to further
disclosure, please provide supporting materials for the assertions in the presentation
materials.  These may include cites to publicly filed periodi c reports of the issuer, copies
of newspaper articles, court papers or other appropriate documentation. It is helpful to
send an annotated version of the materials citing to the supporting materials.

3. Please mark the proxy statement as “preliminary.” See Rule 14a -6(e).

4. See our last comment above. File a form of proxy similarly marked “preliminary.”

How do I revoke a proxy?, page 14

5. Revise to note that a shareholder may also revoke a proxy granted to you by executing a
later-dated proxy to Graf Tech.

Background of the Solicitation , page 16

6. Identify each individual member of the “Milikowsy Group.” Note any affiliation with
your Nominees , to the extent  applicable.

7. Here or in “Interests of the Nominees” on page 19, s ummarize the material terms of the
Stockholders Agreement between the Company and the Milikowsky Group. For example,
in addition to the standstill provisions and the Board representation provided in that
agreement, describe the registration rights as well as any other material provisions.

8. Here or in “Interests of the Nominees” on page 19, d isclose whether the promissory notes
issued by the Company to the Milikowsy Group with aggregate principal amount of
approximately $92 million remain outstanding.

9. Expand the discussion of the “certain letters” exchanged between Nathan Milikowsky
and the Company beginning in November 2013. You state that the letters from the
Company assert ed that the Milikowsky Group was not entitled to designate a nominee to
the Boa rd. What were the states reasons? What was the Milikowsky Group’s response?

10. The disclosure in this section describes  Nathan Milikowsky’s prior tenure with Graf Tech.
Expand to similarly address the tenures of Messrs. Riddick and Jardini. We note the
disclo sure that Mr. Riddick previously served on the Bo ard of Graf Tech from 2004 -2010
and that Mr. Jardini was co -founder and President of C/G Electrodes LLC, a company
acquired by Graf Tech in 2010. (With respect to Mr. Jardini, it is unclear whether he had a
role with Graf Tech after the acquisition of C/G Electrodes.)

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 3

 11. On page 16, you reference an investigation by a special committee established to
investigate possible leaks of information to an investor of Graf Tech. Revise to explain

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 4

 any of the Nominee’s role in such an investigation, whether as a target or otherwise , to
the extent known . We may have further comment.

Arrangements between Save  GrafTech and the Nominees, page 18

12. The second paragraph in this section references a description of the terms an d conditions
of the Prospective Nominee Agreements but no description or summary is provided.
Please revise.

13. Expand to discuss specifically what your nominees intend to change about the
management or operations of Graf Tech if elected.

14. Refer to our last  comment above. In several places in the proxy statement, you state your
belief that the Company has underperformed “as a result of factors including, but not
limited to, poor oversight by the current Board.” Explain specifically what action or
inaction by  the current Board was deficient in your view and what you will do differently
if your nominees are elected to the Board, including but not limited to any changes in
management or business strategy . In addition, explain what other factors besides lack of
Board oversight you believe have caused or contributed to the Company’s
underperformance  and provide appropriate support for your assertions .

Proposal No. 2: Save GrafTech’s Proposal to Adopt a Resolution to Repeal Certain Provisions of
or Amendments to the Bylaws, page 20

15. The scope of this Proposal must  be more clearly defined, such that shareholders know
what types of bylaw provisions or amendments would be impacted by its passage  and its
parameters are understandable to shareholders . For example, what  kinds of bylaw
amendments would be “inconsistent with or disadvantageous to” the election of the
Nominees? To Mr. Milikowsky? Since Mr. Milikowsy is listed separately from the
Nominees  in this Proposal , does this include bylaw provisions or amendments
disadvantageous or “inconsistent” with his personal interest in the Company or  his
contractual dispute with GrafTech? The parameters of Proposal  2 must be clearly and
specifically delineated, such that shareholders understand the scope of the proxy authority
being granted. Please revise.

16. Refer to our last comment above. In describing the interests of each participant in this
election, you must clearly and specifically describe the effect of this proposal on each
Nominee including Mr. Milikowsky. In this rega rd, you must describe what types of
provisions could be “disadvantageous” or “inconsistent with” Mr. Milikowsky, such that
they would be impacted by this Proposal.

17. If Proposal 2 is adopted, what is its scope going forward? That is, would it cover any
future bylaw or bylaw amendment adopted by shareholders from the September 30, 2012

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 5

David B. Feirstein , Esq.
Kirkland & Ellis  LLP
March 11 , 2014
Page 6

 date in perpetuity? Who would determine whether a particular bylaw or bylaw
amendment was impacted  and therefore void ?

18. Clarify whether or not Proposal 2 is conditioned on  the elect ion of some or all of Save
GrafT ech’s Nominees. In either case , disclose prominently.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information th e Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the filing persons  are in possession of
all facts relating to their disclosure, they are responsible for the accuracy and adequacy of the
disclosures they have made.

 In responding to our comments, please provide a written statement from each filing
person  acknowledging that:

 the filing person  is responsible for the adequacy and accuracy of the disclosure in the
filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the filing person  may not assert staff comments as a defense in any proceeding initiated
by the Commission or any person under the federal se curities laws of the United States.

If you have any questions regarding these comments or your filings in general, please feel
free to contact me at (202) 551 -3263 .

Sincerely,

/s/ Christina Chalk

Christina Chalk
Senior Special Counsel
Office of Mergers and Acquisitions