NPO 8-K
Enpro Inc. (NPO)
8-K
2025-05-13
For: 2025-05-13
View Original
Added on
April 12, 2026
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 13, 2025
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(Exact name of Registrant, as specified in its charter)
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(State or other jurisdiction of incorporation)
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(Commission file number)
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(I.R.S. Employer Identification No.)
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(Address of principal executive offices, including zip code)
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(
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(Registrant’s telephone number, including area code)
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Not Applicable
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(Former name or address, if changed since last report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions
(see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this
chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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Regulation FD Disclosure.
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On May 13, 2025, Enpro Inc. (the “Company,” “we,” “us” or “our”) announced its intention to offer, subject to market
and other conditions, $450 million in aggregate principal amount of its senior notes due 2033 (the “Senior Notes”) to persons reasonably believed to be 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 compliance with Regulation S under the Securities Act. The Company intends to use the net proceeds from the offering to fund the
redemption of all of its outstanding 5.75% senior notes due 2026 (the “Outstanding Notes”), to repay a portion of the borrowings under its senior secured revolving credit facility (the “Revolving Credit Facility”) used to fund the repayment on
April 9, 2025 of all of its then-outstanding term loans under its senior secured credit facility, and to pay fees and expenses in connection with the offering.
The information in this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be deemed incorporated by reference into any filing by the Company under the Securities Act or the Exchange Act, unless specifically identified
therein as being incorporated by reference therein.
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Item 8.01
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Other Events.
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On May 13, 2025, the Company issued a press release announcing its intention to offer, subject to market and other conditions, the Senior Notes. A copy
of such press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Also, on May 13, 2025, the Company issued a press release announcing the redemption of the Outstanding Notes, subject to specified conditions. A copy
of such press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Press release of Enpro Inc. dated May 13, 2025, (Proposed Senior Notes Offering)
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Press release of Enpro Inc. dated May 13, 2025, (Conditional Redemption of Outstanding Notes)
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Exhibit 104
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Cover Page Interactive Data File (embedded within the Inline XBRL document)
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2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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Date: May 13, 2025,
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ENPRO INC.
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By:
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President and General Counsel
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3
Exhibit 99.1
News Release
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Contact:
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James M. Gentile
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Vice President, Investor Relations
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Enpro Inc.
5605 Carnegie Boulevard
Charlotte, North Carolina, 28209
Phone:704-731-1500
www.enpro.com |
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Phone:
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704-731-1527
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Email:
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Enpro Inc. Announces Offering of
$450 Million of Senior Notes Due 2033
CHARLOTTE, N.C., May 13, 2025– Enpro Inc. (NYSE: NPO) today announced its intention to offer, subject to market and other conditions, $450 million in
aggregate principal amount of its senior notes due 2033 (the “Senior Notes”) to persons reasonably believed to be 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 reliance on Regulation S under the Securities Act.
Enpro intends to use the net proceeds from the offering to fund the redemption of all of its outstanding 5.75% senior notes due 2026 (the “Outstanding
Notes”), to repay a portion of the borrowings under its senior secured revolving credit facility used to fund the repayment on April 9, 2025 of all of its then-outstanding term loans under its senior secured credit facility, and to pay fees and
expenses in connection with the offering. The conditional redemption of the Outstanding Notes is being separately announced by Enpro today.
This press release is for informational purposes only and does not constitute an offer to
sell, or the solicitation of an offer to buy, the Senior Notes. Any offer of the Senior Notes will be made only by means of a private offering memorandum. The Senior Notes are not being registered under the Securities Act, or the securities laws
of any other jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. This press release also does not constitute a notice of redemption of, or an offer to purchase or a solicitation of an offer to purchase, the Outstanding Notes. The formal
notice of redemption is being provided separately in accordance with the terms of the indenture governing the Outstanding Notes.
Forward-Looking Statements
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 Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025. In addition, it is not certain whether, and Enpro can provide no assurances that, the offering of
the Senior Notes will be completed on the terms described above or at all or the condition to the redemption of the Outstanding Notes will be satisfied. Risks and uncertainties include market conditions beyond Enpro’s control, including
high-yield debt market conditions.
Exhibit 99.2
News Release
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Contact:
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James M. Gentile
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Vice President, Investor Relations
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Enpro Inc.
5605 Carnegie Boulevard
Charlotte, North Carolina, 28209
Phone:704-731-1500
www.enpro.com
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Phone:
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704-731-1527
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Email:
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Enpro Inc. Announces Conditional Redemption of
All of Its 5.75% Senior Notes Due 2026
CHARLOTTE, N.C., May 13, 2025– Enpro Inc. (NYSE: NPO) announced that it is today providing notice conditionally calling for redemption all of the
outstanding $350 million aggregate principal amount of its 5.75% Senior Notes due 2026 (the "Outstanding Notes") in accordance with the indenture governing the Outstanding Notes. The redemption of the Outstanding Notes is conditioned upon the
completion of Enpro’s offering, and its sale, of $450 million in aggregate principal amount of its senior notes due 2033 (the “New Notes”) being separately announced today.
The redemption price of the Outstanding Notes is 100.0% of the principal amount, plus accrued and unpaid interest to, but not including, the redemption
date. If the condition to redemption is satisfied or waived, the redemption date will be June 12, 2025. If the condition to redemption is not satisfied or waived prior to June 12, 2025, the notice of redemption will be deemed to have been withdrawn
and rescinded.
The following lists the CUSIP and ISIN numbers associated with the Outstanding Notes:
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CUSIP No.
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ISIN No.
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29355X AG2
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US29355XAG25
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This press release is for informational purposes only and does not constitute a notice of redemption of, or an offer to purchase or a solicitation of an
offer to purchase, the Outstanding Notes. The formal notice of redemption is being provided separately in accordance with the terms of the indenture governing the Outstanding Notes. This press release also does not constitute an offer to sell, or the
solicitation of an offer to buy, the New Notes. Any offer of the New Notes will be made only by means of a private offering memorandum. The New Notes are not being registered under the Securities Act of 1933, or the securities laws of any other
jurisdiction, and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements.
Forward-Looking Statements
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 Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2024 and its Quarterly Report on Form 10-Q for the period ended March 31, 2025. In addition, it is not certain whether, and Enpro can provide no assurances that, the offering of the New Notes will be completed on the
terms described above or at all or the condition to the redemption of the Outstanding Notes will be satisfied. Risks and uncertainties include market conditions beyond Enpro’s control, including high-yield debt market conditions.