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EnPro Industries, Inc. (NPO) (“EnPro”) today announced that it has completed its previously announced offering of $300 million of its 5.875% Senior Notes due 2022 (the “Senior Notes”). The offer was made in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to non-U.S. persons in offshore transactions in reliance on Regulation S under the Securities Act.
A portion of the net proceeds of the offering of the Senior Notes was used to repay outstanding borrowings under EnPro’s senior secured revolving credit facility, including borrowings made to fund the purchase of $51,339,000 million in aggregate principal amount of its 3.9375% Convertible Senior Debentures due 2015 (the “Convertible Debentures”) pursuant to a cash tender offer (the “Tender Offer”) that EnPro completed on September 15, 2014. EnPro intends to apply the remaining net proceeds to pay fees and expenses related to the offering and the Tender Offer and for other general corporate purposes, which may in the future include retiring any Convertible Debentures not purchased in the Tender Offer.
The Senior Notes are unsecured, unsubordinated obligations of EnPro and mature on September 15, 2022. Interest on the Senior Notes accrues at a rate of 5.875% per annum and is payable semi-annually in cash in arrears on March 15 and September 15 of each year, commencing March 15, 2015. The Senior Notes are guaranteed on a senior unsecured basis by EnPro’s direct and indirect domestic subsidiaries that guarantee its senior secured revolving credit facility.
Each holder of the Senior Notes may require EnPro to repurchase some or all of the Senior Notes for cash upon the occurrence of a defined “change of control” event, at a price equal to 101% of the principal amount of the Senior Notes being repurchased, plus accrued and unpaid interest. EnPro’s ability to redeem the Senior Notes prior to maturity is subject to certain conditions, including in certain cases the payment of make-whole amounts.
The indenture governing the Senior Notes includes covenants that restrict EnPro’s ability to engage in certain activities, including incurring additional indebtedness and paying dividends, subject in each case to specified exceptions and qualifications set forth in the indenture.
| Product Model | Inside Diameter | Outside Diameter | Thickness |
| SA1-240 NTN | 240 | 340 | 140 |
| SA1-220 NTN | 220 | 320 | 135 |