MRO Magazine

Conversion Rights on EnPro’s Outstanding Convertible Senior Debentures Remain in Effect Through Maturity


June 17, 2015
By Business Wire News

CHARLOTTE, N.C.

EnPro Industries, Inc. (NYSE: NPO) announced today that the Company’s remaining $2.18 million aggregate principal amount of 3.9375% Convertible Senior Debentures due 2015 will continue to be convertible by holders of the Debentures through the maturity date of October 15, 2015. Conversion rights remain in effect through September 30, 2015 because the closing price per share of EnPro’s common stock has exceeded $43.65, or 130% of the dividend-adjusted conversion price of $33.58, for at least 20 of the 30 consecutive trading days ending on June 30, 2015. The Debentures effectively remain convertible through the October 2015 maturity as the terms of the Debentures state that they are convertible on or after September 15, 2015. These conversion conditions are 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).

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.

Holders who complete all requirements for conversion of the Debentures on October 15, 2015 prior to the close of business will be considered to have converted the Debentures prior to the close of business on the stated maturity date. Holders who convert Debentures on the stated maturity date will be entitled to retain the interest payment on those Debentures to be paid on that date without having to deliver an amount equal to that payment in connection with the conversion.

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, 111 Fillmore Ave. E., St. Paul, Minnesota 55107; telephone (651) 466-6774.

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.
Dan Grgurich, 704-731-1527
Director, Investor Relations and Corporate Communications
dan.grgurich@enproindustries.com