EnPro Industries, Inc. (NYSE: NPO) today announced that commencing April
1, 2013, the company's $172,500,000 aggregate principal amount of
3.9375% Convertible Senior Debentures due 2015 will be convertible by
holders of the Debentures. This conversion right has been triggered
because the closing price per share of EnPro's common stock has exceeded
$43.93, or 130% of the initial conversion price of $33.79, for at least
20 of 30 consecutive trading days during the period ending on March 31,
2013. The Debentures will continue to be convertible until June 30,
2013, and may be convertible thereafter, if one or more of the
conversion conditions specified in the Indenture, dated as of October
26, 2005, by and between EnPro Industries, Inc. and U.S. Bank National
Association (as successor to Wachovia Bank, National Association), is
satisfied during future measurement periods.
If conversion requests are received, the settlement of the Debentures
will be paid pursuant to the terms of the Indenture, which calls for
conversion into a combination of cash and common stock of the company.
Upon conversion, the lesser of the $1,000 principal amount of each
debenture and its conversion value would be settled in cash; to the
extent the conversion value exceeds $1,000, the remaining amount due to
the holders would be settled in shares of the company's common stock.
At the time of the sale of the Debentures, a portion of the net proceeds
was used to enter into call options (hedge and warrant transactions)
which entitle the company to purchase shares of its common stock from a
financial institution at $33.79 per share and entitle the financial
institution to purchase shares from the company at $46.78 per share.
These transactions reduce potential dilution to holders of the company's
common stock from conversion of the Debentures by increasing the
effective conversion price to $46.78 a share.
U.S. Bank National Association is the trustee for the holders of the
Debentures and the conversion agent under the Indenture. All questions
relating to the mechanics of the conversion for the Debentures should be
directed to U.S. Bank National Association, Attn: Jacob Schmitz,
Specialized Finance, 60 Livingston Avenue, St. Paul, Minnesota 55107;
This press release is only a summary of certain provisions of the
Debentures and the Indenture. A complete explanation of the conversion
rights of holders of the Debentures, as well as the procedures required
to convert the Debentures, is set forth in the Indenture. All holders
are urged to review the conversion provisions contained in the Indenture
in its entirety.
About EnPro Industries
EnPro Industries, Inc. is a leader in sealing products, metal polymer
and filament wound bearings, components and service for reciprocating
compressors, diesel and dual-fuel engines and other engineered products
for use in critical applications by industries worldwide. For more
information about EnPro, visit the company's website at http://www.enproindustries.com.
EnPro Industries, Inc.
Don Washington, 704-731-1527
Investor Relations and