EnPro Industries Completes Partial Exchange of Convertible Notes Due 2015

CHARLOTTE, N.C.--(BUSINESS WIRE)--

EnPro Industries NPO announced today that it has completed an exchange of its 3.9375% Convertible Senior Debentures due 2015 with four holders of the debentures in privately negotiated transactions. The holders exchanged approximately $29.5 million in aggregate principal amount of the debentures for an aggregate of 889,815 shares of EnPro's common stock, plus cash payment of accrued and unpaid interest and for fractional shares. The total implied conversion value of the debentures surrendered in the exchange (based on an assumed conversion price per share of approximately $71.50) was approximately $62.4 million. The debentures were exchanged into shares of common stock at a slight premium to this implied conversion value.

As a result of the transactions, EnPro will not be required to make future interest payments associated with the exchanged debentures, which will result in cash savings of approximately $1.9 million. The exchanges will not affect the hedge and warrant transactions entered into upon the issuance of the debentures, which are designed to limit exposure to potential share dilution at the debentures' maturity in October 2015.

“We are pleased to complete these transactions,” said Alex Pease, senior vice president and chief financial officer of EnPro. “They create significant flexibility for our growth, protect our shareholders against further dilution associated with these debentures from any future stock price appreciation, and provide tangible cash savings.”

The issuance of EnPro common stock in exchange for the debentures was made in reliance on the exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 3(a)(9) thereof. This press release does not constitute an offer to exchange the debentures or other securities of EnPro for shares of common stock or any other securities of EnPro.

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.