CHARLOTTE, N.C.--(BUSINESS WIRE)--
EnPro Industries, Inc. (NYSE: NPO) today announced the commencement of a
cash tender offer (the “Tender Offer”) for any and all of the
$74,780,000 aggregate principal amount of its outstanding 3.9375%
Convertible Senior Debentures due 2015 (CUSIP No. 29355XAB3) (the
“Convertible Debentures”). The Tender Offer will expire at midnight, New
York City time, at the end of Friday, September 12, 2014 (such time and
date, as may be extended, the “Expiration Time”), unless extended or
earlier terminated by EnPro in its sole discretion. Tendered Convertible
Debentures may be withdrawn by holders at any time prior to the
Expiration Time, and withdrawn Convertible Debentures may be re-tendered
by a holder at any time prior to the Expiration Time.
The Tender Offer is being made on the terms and subject to the
conditions set forth in EnPro’s Offer to Purchase dated August 11, 2014
(the “Offer to Purchase”) and the related letter of transmittal (the
“Letter of Transmittal”). The Offer to Purchase and the Letter of
Transmittal more fully set forth the terms of the Tender Offer.
Upon the terms and subject to the conditions of the Tender Offer,
holders of Convertible Debentures who validly tender and do not validly
withdraw their Convertible Debentures at or prior to the Expiration
Time, and whose Convertible Debentures are accepted for purchase will
receive, for each $1,000 principal amount of such Convertible
Debentures, a cash purchase price (the “Purchase Price”) equal to the
sum of (i) the Average VWAP (as defined below and as specified in more
detail in the Offer to Purchase) multiplied by 29.5972 (the current
conversion rate of the Convertible Debentures) plus (ii) a fixed cash
amount of $52.50; provided, that in no event will the Purchase Price be
less than $1,650.75 or more than $2,301.89 per $1,000 principal amount
of Convertible Debentures. In addition, holders will receive, in respect
of their Convertible Debentures that are accepted for purchase, accrued
and unpaid interest on such Convertible Debentures to, but excluding,
the payment date of the Tender Offer. All amounts payable pursuant to
the Tender Offer will be rounded to the nearest cent.
The “Average VWAP” means the simple arithmetic average of the Daily
VWAPs (as defined below) over the Averaging Period (as defined below).
The “Averaging Period” means the period of 20 consecutive trading days
beginning on August 13, 2014. The “Daily VWAP” means, for any trading
day, the per share volume-weighted average price of EnPro’s common stock
on the New York Stock Exchange, as displayed under the heading
“Bloomberg VWAP” on Bloomberg page “NPO.N AQR” (or its
equivalent successor if such page is not available), in respect of the
period from the scheduled open of trading until the scheduled close of
trading of the primary trading session of the New York Stock Exchange on
such trading day (or if such volume-weighted average price is
unavailable, the market value of one share of EnPro’s common stock on
such trading day determined, using a volume-weighted average method, by
a nationally recognized independent investment banking firm retained for
this purpose by us). The Daily VWAP will be determined without regard to
pre-market hours or after-hours trading or any other trading outside of
the regular trading session trading hours.
If each of the 20 consecutive trading days beginning on August 13, 2014
is a scheduled trading day (as defined below), the Averaging Period will
end on September 10, 2014 but will end later than September 10, 2014 if
any such scheduled trading day is not a trading day. If any scheduled
trading day during the period beginning on August 13, 2014 and ending on
the 20th consecutive scheduled trading day thereafter is not a trading
day, EnPro will extend the Expiration Time by a number of scheduled
trading days that equals the number of scheduled trading days that were
not trading days during such period (and the Expiration Time will occur
on midnight, New York City time, on such postponed day). “Scheduled
trading day” means a day that is scheduled to be a trading day on the
primary U.S. national or regional securities exchange or market on which
EnPro’s common stock is listed or admitted for trading.
EnPro will determine the Purchase Price promptly after the close of
trading on the New York Stock Exchange on September 10, 2014 (or, if the
last day of the Averaging Period is later than September 10, 2014, the
last day of the Averaging Period). EnPro will announce the Purchase
Price no later than 4:30 p.m., New York City time, on that day. The
Purchase Price will also be available by that time at http://www.gbsc-usa.com/NPOand from the information agent for the Tender Offer. Prior to the
determination of the Purchase Price, an indicative purchase price will
be available at that same web address and from the information agent for
the Tender Offer.
The Tender Offer is not subject to any minimum tender condition, but is
subject to the satisfaction or waiver, in EnPro’s discretion, of certain
conditions, which are more fully described in the Offer to Purchase,
including, among other things, the completion and effectiveness, on or
prior to the Expiration Time, of an amendment and restatement to EnPro’s
credit agreement governing its existing senior secured revolving credit
facility, which is expected to provide for a five year, $300.0 million
senior secured revolving credit facility (the “Revolving Credit
Facility”), on terms and conditions satisfactory to EnPro. EnPro intends
to use borrowings under the Revolving Credit Facility to fund the
repurchase of Convertible Debentures in the Tender Offer. EnPro cannot
assure holders of the Convertible Debentures that the conditions to the
Tender Offer will be satisfied.
Subject to applicable law, EnPro may in its sole discretion waive or
modify any conditions to, or terminate or extend, the Tender Offer.
None of EnPro, EnPro’s board of directors, the dealer manager, the
tender agent or the information agent makes any recommendation to any
holder of the Convertible Debentures as to whether to tender any
Convertible Debentures. None of EnPro, EnPro’s board of directors, the
dealer manager, the tender agent or the information agent has authorized
any person to give any information or to make any representation in
connection with the Tender Offer other than the information and
representations contained in the Offer to Purchase or in the Letter of
Transmittal. The complete terms and conditions of the Tender Offer are
set forth in the Offer to Purchase and Letter of Transmittal and other
related materials that EnPro will distribute to the holders of the
Convertible Debentures after these documents are filed with the
Securities and Exchange Commission (the “Commission”) as exhibits to
EnPro’s Schedule TO for the Tender Offer. Holders of the Convertible
Debentures should read the Offer to Purchase and Letter of Transmittal
and the other related materials because they contain important
information including various terms and conditions of the Tender Offer.
BofA Merrill Lynch is acting as dealer manager for the Tender Offer.
Global Bondholder Services Corporation is acting as the information
agent and tender agent for the Tender Offer. Questions regarding the
Tender Offer should be directed to BofA Merrill Lynch by phone at (888)
292-0070 (toll-free) or (980) 388-3646 (collect). Requests for copies of
the Offer to Purchase and the Letter of Transmittal may be directed to
Global Bondholder Services Corporation by phone at (866) 924-2200
(toll-free) or (212) 430-3774 (collect).
This press release is for informational purposes only and is not an
offer to sell or purchase or the solicitation of an offer to sell or
purchase any securities discussed herein. The Tender Offer is only being
made pursuant to the terms of the Offer to Purchase and Letter of
Transmittal and the other related materials that EnPro will distribute
to the holder of the Convertible Debentures after these documents are
filed with the Commission as exhibits to EnPro’s Schedule TO for the
Tender Offer. The Tender Offer is not being made in any jurisdiction in
which the making or acceptance thereof would not be in compliance with
the securities, “blue sky” or other laws of such jurisdiction.
This press release contains forward-looking statements. Actual results
may differ materially from those reflected in the forward-looking
statements. Additional information concerning factors that could cause
actual results to differ materially from those in the forward-looking
statements is contained under the heading of “Risk Factors” listed from
time to time in EnPro’s filings with the Commission, including its
Annual Report on Form 10-K for the year ended December 31, 2013 and its
Quarterly Report on Form 10-Q for the period ended June 30, 2014.
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.
Grgurich, Director, Investor Relations and
Source: EnPro Industries, Inc.