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CORRESP
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CORRESP

 June 18, 2015

Via EDGAR and EMAIL

 Tiffany Piland Posil, Esq.

 Special Counsel

 Office of Mergers and Acquisitions

United States Securities and Exchange Commission

 Division of
Corporation Finance

 Washington, D.C. 20549

Re:
GrafTech International Ltd.

 Schedule 14D-9 Filed May 26, 2015

Schedule 13E-3 Filed May 27, 2015

File No. 005-45707

 Dear
Ms. Posil:

 This letter is submitted in response to the comments of the staff (the “Staff”) of the Office of Mergers and Acquisitions of the
Division of Corporation Finance of the United States Securities and Exchange Commission (the “Commission”) set forth in your letter dated June 5, 2015 with respect to the above-referenced Schedule 14D-9 (as amended to date, the
“14D-9”) and Schedule 13E-3 (as amended to date, the “13E-3”) filed by GrafTech International Ltd. (the “Company”).

 For
your convenience, I set forth each comment from your letter in bold typeface and include the Company’s response below it.

 General

1.
Please disclose the aggregate number and percentage of subject securities that are beneficially owned by each person specified in Instruction C to Schedule 13E-3 for each filing person of the Schedule 13E-3. See
Item 1008(a) of Regulation M-A.

 The Company acknowledges the Staff’s comment and will add cross references to the
disclosure set forth under the captions “Item 3. Past Contacts, Transactions, Negotiations and Agreements – Shares Held by Non-Employee Directors and Executive Officers of the Company” and “Item 6. Interest in Securities of the
Subject Company” into Items 11(a) and 11(b) of the 13E-3, respectively. In addition, disclosure will be added under the caption, “Item 6. Interest in Securities of the Subject Company” in the 14D-9 that states, “To the
Company’s knowledge, after making reasonable inquiry, other than as contemplated by the Investment Agreement, neither of the general partners of Purchaser or Brookfield Capital Partners IV L.P (“BCP IV LP”), nor any of the
directors and officers of Purchaser, Acquisition Sub, Brookfield or BCP IV LP beneficially own any securities in the Company nor has purchased or acquired securities of the Company during the past 60 days.”

 Tiffany Piland Posil

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 Item 3. Past Contacts, Transactions, Negotiations and Agreements, page 3

2.
Disclosure indicates that “[a]ssuming consummation of the transactions contemplated by the Investment Agreement prior to the expiration of the Offer, as of the date hereof, satisfaction of the Minimum Condition
would require the tender of approximately 15% of the currently outstanding Shares.” Please disclose the number of shares that must be tendered in order to satisfy the Minimum Condition.

The Company acknowledges the Staff’s comment (and comment number 3 below) and will add the following disclosure to the subsection titled “Merger
Agreement” of Item 3 (“Past Contracts, Transactions, Negotiations and Agreements”) of the 14D-9 to explain the number of Shares required to be tendered to satisfy the Minimum Condition and the Merger Condition and the
assumptions related thereto.

 “As of May 22, 2015, 137,240,008 Shares were outstanding. As previously publicly disclosed, prior
to the commencement of the Offer, Purchaser agreed to acquire shares of Preferred Stock under the Investment Agreement, convertible as of the date of issuance into 30,000,000 Shares, a portion of which is subject to stockholder approval.
Accordingly, assuming the consummation of the transactions contemplated by the Investment Agreement, upon the closing of the Offer the number of outstanding Shares on an as converted basis would be 167,240,008. Satisfaction of the Minimum Condition
requires that, upon the closing of the Offer, Purchaser must own at least 30% of the Shares outstanding on an as converted basis, which, assuming consummation of the transactions contemplated by the Investment Agreement and no change in the Shares
outstanding since May 22, 2015, would be 50,172,003 Shares. Since Purchaser would own outstanding Preferred Stock that would be convertible into 30,000,000 Shares, an additional 20,172,003 Shares (or 14.7% of the Shares outstanding as of
May 22, 2015) would need to be purchased at the expiration of the Offer in order to satisfy the Minimum Condition.

 Satisfaction of
the Merger Condition requires that, upon the closing of the Offer, Purchaser must own at least 80% of the Shares outstanding on an as converted basis, which, assuming consummation of the transactions contemplated by the Investment Agreement, and no
change in the Shares outstanding since May 22, 2015, would be 133,792,007 Shares. Since Purchaser would own outstanding Preferred Stock that would be convertible into 30,000,000 Shares, an additional 103,792,007 Shares (or 75.6% of the Shares
outstanding as of May 22, 2015) would need to be purchased at the expiration of the offer in order to satisfy the Merger Condition.

The Company believes that the number of Shares outstanding immediately prior to expiration of the Offer is likely to change from the number of
Shares outstanding as of May 22, 2015 due to grants, vesting and forfeitures of employee equity awards, exercise by employees of employee stock options, contributions by the Company to the Savings Plan funded with Shares ordinary course and
other changes and, accordingly, the percentages and numbers of currently outstanding Shares required to be tendered to satisfy the Minimum Condition and the Merger Condition are likely to change. The Company does not believe, however, that such
changes will be material to the likelihood of satisfaction of such conditions.”

 Tiffany Piland Posil

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3.
Disclosure indicates that “[a]ssuming consummation of the transactions contemplated by the Investment Agreement prior to the expiration of the Offer, as of the date hereof, satisfaction of the Merger Condition
would require the tender of approximately 75% of the currently outstanding Shares.” Please disclose the number of shares that must be tendered in order to satisfy the Merger Condition.

Please see previous response.

 Item 4. The
Solicitation or Recommendation, page 11

 Back ground and Reasons for the Board’s Recommendation, page 11

4.
Disclosure indicates that the “Board discussed various alternatives to the proposed transactions with Brookfield.” Please provide all the information required by Item 1013(b) of Regulation M-A as to
such alternatives and why they were not pursued.

 The Company acknowledges the Staff’s comment and will modify the disclosure to
the subsection titled “(b) Background and Reasons for the Board’s Recommendation — Background” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to make it clear that the Board
discussed variations on the proposed transactions with Brookfield. See Attachment A, which reflects in a blackline format all changes to be made to the 14D-9 in response to this comment and comment 5 below.

5.
Explain why the company chose not to solicit other potential transaction partners or to “shop” itself after being approached by Brookfield. See Item 1013(b) of Regulation M-A.

The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the
Board’s Recommendation — Background” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9, pertaining to Company’s decision not to solicit other potential transaction partners. See also
Attachment A, which reflects in a blackline format all changes to be made to the 14D-9 in response to this comment and comment 4 above.

“The Board discussed the Company’s liquidity, financing alternatives available to the Company, the Company’s 2015 first quarter
results, changes in the Company’s forecasted results and the potential impact thereof on those financing alternatives, the time frame for pursuing either a standalone financing transaction or a financing transaction and a tender offer
transaction with Brookfield, the time-frame for pursuing financing alternatives with third parties or in the public market, the likely interest of third parties in acquiring the Company (including possibilities considered by the Board over the
preceding years), the likely time-frame for such third parties or other strategic or financial bidders to make to a definitive offer or to respond to an invitation to do so, and whether a go shop process would enable both securing a definitive offer
at such time from Brookfield and allow for soliciting superior offers after announcement of entry into a definitive agreement with Brookfield.”

“The Board also discussed the proposed go shop process and concluded that such process would be sufficient to solicit definitive offers,
if any, from strategic and financial parties whom the Board reasonably believed could have an interest in

 Tiffany Piland Posil

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making and consummating a proposal, taking into account reasonably expected financial resources, financing contingencies, antitrust considerations, business conditions and considerations, and
execution capabilities. The Board also discussed Brookfield’s strong track record of success, demonstrated confidence in the Company’s strategic plan and prospects, and proposal and ability to engage in a tender offer transaction without a
financing condition that would allow stockholders to choose immediate liquidity at a premium for some or all of their Shares and avoid the risks inherent in the current operating environment or to participate in the Company as a stockholder
following the closing of the proposed tender offer with the benefit of Brookfield’s sponsorship going forward to the extent the conditions to the Merger, particularly the Merger Condition, were not satisfied, as well as the Company’s
negotiated right to pursue other transaction partners during the go shop period, the risk that Brookfield would withdraw its proposal and not engage in further discussions if the Company was simultaneously pursuing alternative or competing
transactions or partners, and the risk that a broad process could result in public leaks or rumors that could damage the Company and even ultimately prevent the Company from being able to undertake any transaction.”

“, including Brookfield’s willingness to permit the Company to consider an unsolicited competing acquisition transaction even after
the go shop process”

6.
Please disclose the information required by Item 1013(c) and (d) of Regulation M-A. In doing so, please consider the instructions to Item 1013 of Regulation M-A.

The Company acknowledges the Staff’s comment and respectfully refers the Staff to the Company’s disclosure presented on page 18 of the 14D-9
under the caption, “Reasons for the Offer and the Merger; Fairness of the Offer and the Merger” and the disclosure in the 13E-3 incorporated by reference to the Offer to Purchase under the captions “Special Factors –
Section 2 – Purpose of the Offer; Plans for the Company,” “Special Factors – Section 5 – Certain Effects of the Offer” and “The Tender Offer – Section 5 – Certain U.S. Federal Income Tax
Consequences of the Offer.” In addition, the following disclosure will be added to the subsection titled “Book Value and Ratio of Earnings to Fixed Charges” of Item 8 (“Additional Information”) of the
14D-9.

 “Upon completion of the Merger, Purchaser’s direct and indirect beneficial ownership interest in the Company’s net
book value and net income would increase from 0% to 100%. Based on the Company’s net book value of approximately $1.0 billion as of December 31, 2014 (as reported in the Company’s Annual Report on Form 10-K), this increase would
result in Purchaser’s direct and indirect beneficial interest in the Company’s net book value increasing by approximately $1.0 billion. Based on the Company’s net income as of December 31, 2014 (as reported in the Company’s
Annual Report on Form 10-K), this increase would result in Purchaser’s direct and beneficial ownership interest in the Company’s net loss increasing by approximately $285.4 million.”

7.
 Disclosure indicates that “all of the Company’s directors (except for Mr. Hawthorne) intend to tender all of their Shares in the
Offer and the Company’s

 Tiffany Piland Posil

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executive officers (including Mr. Hawthorne) intend to tender a portion of their Shares in the Offer.” Please disclose the reasons for the intended action. Refer to Item 1012(d) of
Regulation M-A. If insiders of the company will retain a material equity interest in the company going forward, consider whether they should be filers on the Schedule 13E-3. We may have further comments.

The Company advises the Staff that none of the Company’s directors (except Mr. Hawthorne) will retain any interest in the Company upon consummation
of the Offer and none of the Company’s officers (including Mr. Hawthorne), individually or collectively, will retain a material equity interest in the Company upon such consummation. Accordingly, the Company does not believe that any of
the Company’s officers should be filers on the 13E-3. The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the Board’s Recommendation
— Intent to Tender” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to describe the reasons for the intended actions.

“To the Company’s knowledge, after making reasonable inquiry, all of the Company’s directors (except for Mr. Hawthorne)
intend to tender all of their Shares in the Offer and the Company’s executive officers (including Mr. Hawthorne) intend to tender a significant portion of their Shares (from approximately 50% to 100%) in the Offer. As described elsewhere
herein, the Board views the Offer as an opportunity for the Company’s stockholders to choose immediate liquidity at a premium for some or all of their Shares and avoid the risks inherent in the current operating environment or to participate in
the Company as a stockholder following the closing of the Offer with the benefit of Brookfield’s sponsorship going forward to the extent the conditions to the Merger, particularly the Merger Condition, are not satisfied. Accordingly, the
officers intend to tender a portion of Shares for personal purposes and to retain the remaining Shares to participate in the Company as a stockholder following the closing of the Offer to the extent the conditions to the Merger, particularly the
Merger Condition, are not satisfied, due to their personal assessment of management’s strategy for the long-term value creation and positioning of the Company to benefit from a recovery in the current industry cycle.”

Certain Forecasts, page 28

8.
Please disclose the material assumptions underlying management projections and describe the limitations of the management projections.

The Company acknowledges the Staff’s comment and will add the following disclosure to the subsection titled “(b) Background and Reasons for the
Board’s Recommendation — Certain Forecasts” of Item 4 (“The Solicitation or Recommendation”) of the 14D-9 to describe the material assumptions underlying management projections and the limitations
thereof.

 “The Company does not make public forecasts or projections or provide public guidance as to future
performance or other prospective financial information beyond the current fiscal year, and the Company is especially wary of making forecasts or projections for extended periods due to the unpredictability of the underlying assumptions and
estimates. However, the Company’s management prepared non-public, internal financial forecasts regarding the Company’s results for 2015 through 2024 and provided such forecasts to J.P. Morgan, in connection with its evaluation of

 Tiffany Piland Posil

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the fairness, from a financial point of view, of the Offer. The Company has included below a summary of these forecasts for the purpose of providing