GrafTech International Ltd. 982 Keynote Circle Brooklyn Heights, Ohio USA 44131
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April 13, 2018
BY EDGAR AND BY HAND
Amanda Ravitz
Assistant Director
Office of Electronics and Machinery
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, D.C. 20549
Re: GrafTech International Ltd.
Amendment No. 4 to Registration Statement on Form S-1
Filed on April 13, 2018
File No. 333-223791
Dear Ms. Ravitz:
GrafTech International Ltd. (the “Company”) has filed today amendment no. 4 (“Amendment No. 4”) to the registration statement on Form S-1 (File No. 333-223791) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “Commission”) on March 20, 2018. Amendment No. 4 has been filed solely for the purposes of (i) reflecting the stock split of the Company’s outstanding common stock that was effected on April 12, 2018, and accordingly including the final audit report of the Company’s independent auditors in the prospectus contained in the Registration Statement, (ii) filing certain exhibits to the Registration Statement, including a revised validity opinion (Exhibit 5.1) and (iii) updating certain information in Part II of the Registration Statement.
For the convenience of the staff of the Division of Corporation Finance of the Commission (the “Staff”), we are also sending, by hand, five copies of each of this letter and Amendment No. 4 in paper format, marked to show changes from amendment no. 3 to the Registration Statement as filed on April 4, 2018.
If the Staff has any questions or requires any additional information, please contact Sandra L. Flow or Alejandro Canelas Fernandez at Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2000.
| Very truly yours, |
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| /s/ Quinn J. Coburn |
| Quinn J. Coburn |
| Vice President, Chief Financial Officer and Treasurer |
cc: Tom Jones
Kristen Lochhead
Brian Cascio
Securities and Exchange Commission
Sandra L. Flow
Adam Fleisher
Alejandro Canelas Fernandez
Cleary Gottlieb Steen & Hamilton LLP