SEC Comment Letter for GRAFTECH INTERNATIONAL LTD (EAF) (CIK 0000931148) (EAF) — Jun 26, 2015
GRAFTECH INTERNATIONAL LTD (EAF) (CIK 0000931148)
Date: June 26, 2015 · CIK: 0000931148 · Accession: 0000000000-15-033695
AI Filing Summary & Sentiment
Reasoning
Letter
June 26 , 2015 Via E-mail David Nowak Managing Partner BCP IV GrafTech Holdings LP Brookfield Place 181 Bay Street, Suite 300 Toronto, Ontario MJ5 2T3
Re: GrafTech International Ltd . Amendment No. 1 to Schedule TO -T Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al. Amendment No. 1 to Schedule 13E -3 Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al. File No. 005-45707
Dear Mr. Nowak :
We have reviewed the filing s and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure.
Please respond to this letter by amending the filing s, 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 amendment is appropriate, please tell us why in your response.
After reviewing any amendment to the filing s and the information you provide in response to these comments, we may have additional comments.
1. Special Factors – Background of the Offer , page 3
1. Refer to comment 7 in our prior comment letter and your resp onse. In your response letter, describe the facts supporting your determination that the consulting firm is not a third party covered by Item 1015 of Regulation M -A.
7. Certain Information Concerning the Company, page 55
2. Please include the draft disclosure provided in response to prior comment 16 in the next amendment to the Schedule TO.
David Nowak BCP IV GrafTech Holdings LP June 26, 2015 Page 2
Please contact me at (202) 551 -3589 or Christina Chalk, Senior Special Counsel, at (202) 551-3263 if you have any questions regarding our comments.
Sincerely,
/s/ Tiffany Piland Posil
Show Raw Text
June 26 , 2015
Via E-mail
David Nowak
Managing Partner
BCP IV GrafTech Holdings LP
Brookfield Place
181 Bay Street, Suite 300
Toronto, Ontario MJ5 2T3
Re: GrafTech International Ltd .
Amendment No. 1 to Schedule TO -T
Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al.
Amendment No. 1 to Schedule 13E -3
Filed June 18, 2015 by BCP IV GrafTech Holdings LP , et al.
File No. 005-45707
Dear Mr. Nowak :
We have reviewed the filing s and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
Please respond to this letter by amending the filing s, 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 amendment is
appropriate, please tell us why in your response.
After reviewing any amendment to the filing s and the information you provide in
response to these comments, we may have additional comments.
1. Special Factors – Background of the Offer , page 3
1. Refer to comment 7 in our prior comment letter and your resp onse. In your response
letter, describe the facts supporting your determination that the consulting firm is not a
third party covered by Item 1015 of Regulation M -A.
7. Certain Information Concerning the Company, page 55
2. Please include the draft disclosure provided in response to prior comment 16 in the next
amendment to the Schedule TO.
David Nowak
BCP IV GrafTech Holdings LP
June 26, 2015
Page 2
Please contact me at (202) 551 -3589 or Christina Chalk, Senior Special Counsel, at (202)
551-3263 if you have any questions regarding our comments.
Sincerely,
/s/ Tiffany Piland Posil
Tiffany Piland Posil
Special Counsel
Office of Mergers and Acquisitions
cc: Via E-mail
Michael J. Aiello, Esq.
Jackie Cohen , Esq.
Weil, Gotshal & Manges LLP