ENPRO INDUSTRIES, INC. (NYSE:NPO) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
On March24, 2017, EnPro Industries, Inc. (the Company) issued
$150million in aggregate principal amount of its 5.875% Senior
Notes due 2022 (the Additional Notes) to an Indenture dated as of
September16, 2014, as amended and supplemented, including by an
Eighth Supplemental Indenture dated as of March24, 2017, among
the Company, certain of its subsidiaries and U.S. Bank National
Association, as trustee.
The Additional Notes have identical terms to the Companys 5.875%
Senior Notes due 2022 issued on September16, 2014 (the Initial
Notes), other than with respect to the aggregate principal amount
at issuance, the date of issuance and the issue price. The terms
of the Initial Notes are described in Item 2.03 of the Companys
Current Report on Form 8-K filed on September16, 2014, which
description is incorporated by reference herein. The Additional
Notes form a part of the same series as the Initial Notes, and
the aggregate principal amount of outstanding notes of this
series, including the Additional Notes, is $450million. We refer
to the Initial Notes and the Additional Notes collectively as the
Senior Notes.
Subsidiary Guarantees.
The Additional Notes are required to be guaranteed on a senior
unsecured basis by each of the Companys existing and future
direct and indirect domestic subsidiaries that is a borrower
under, or guarantees, the Companys indebtedness under its senior
secured revolving credit facility or guarantees any other Capital
Markets Indebtedness (as defined in the Indenture) of the Company
or any of the guarantors. Upon issuance, the Additional Notes
were guaranteed by the following Company subsidiaries:
| Applied Surface Technology, Inc.; |
| Belfab, Inc.; |
| Coltec International Services Co.; |
| Compressor Products International LLC; |
| EnPro Associates, LLC; |
| EnPro Holdings, Inc. |
| Fairbanks Morse, LLC |
| Garlock Hygienic Technologies, LLC |
| Garlock Pipeline Technologies, Inc.; |
| GGB, Inc.; |
| GGB LLC; |
| STEMCO Kaiser Incorporated; |
| Stemco LP; |
| Stemco Products, Inc.; |
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| Technetics Group Daytona, Inc.; |
| Technetics Group LLC; and |
| Technetics Group Oxford, Inc. |
Exchange Offer; Registration Rights.
In connection with the issuance of the Additional Notes, the
Company entered into a registration rights agreement (the
Registration Rights Agreement) in which it agreed to:
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file a registration statement with respect to a registered exchange offer to exchange the Additional Notes for new registered notes, with terms substantially identical in all material respects with the Additional Notes; |
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use commercially reasonable efforts to cause such registration statement to be declared effective by the Securities and Exchange Commission under the Securities Act of 1933, as amended; |
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use commercially reasonable efforts to, on or before the 300th day after March24, 2017, have consummated such exchange offer; and |
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use all commercially reasonable efforts to file and have declared effective a shelf registration statement for the resale of Additional Notes, and keep such registration statement effective for a period of two years, if it cannot effect such an exchange offer within the time periods listed above and in certain other circumstances. |
If the Company has not completed the exchange offer on or before
the 300th day after March24, 2017, the exchange offer
registration statement ceases to be effective during the period
required under the Registration Rights Agreement or, if
applicable, a shelf registration statement covering resales of
the Additional Notes has not been filed or declared effective
within 300 days after March24, 2017 or such shelf registration
statement ceases to be effective at any time during the
two-year period
the shelf registration period is required to be kept effective
(subject to certain exceptions), each of which is referred to as
a registration default, then additional interest will accrue on
the principal amount of the Additional Notes at a rate of 0.25%
per annum for the first 90-day period immediately following the
occurrence of such registration default and by an additional
0.25% per annum with respect to each subsequent 90-day period, up
to a maximum additional rate of 1.00% per annum thereafter, until
the registration default has been cured.
The Registration
Rights Agreement, which is filed as Exhibit 10.1 to this Current
Report, is incorporated herein by reference.
| Item8.01 | Other Items. |
On March24, 2017,
the Company issued a press release announcing that it had
completed the previously announced offering of $150.0million
aggregate principal amount of the Additional Notes. The press
release is filed as Exhibit 99.1 hereto and is incorporated
herein by reference.
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| Item9.01 | Financial Statements and Exhibits. |
| (c) | Exhibits |
| Exhibit4.1 |
Eighth Supplemental Indenture dated as of March24, 2017 among EnPro Industries, Inc., the Guarantors party thereto and U.S. Bank National Association, as trustee |
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| Exhibit10.1 |
Registration Rights Agreement dated as of March24, 2017 between EnPro Industries, Inc., Applied Surface Technology, Inc., Belfab, Inc., Coltec International Services Co., Compressor Products International LLC, EnPro Associates, LLC, EnPro Holdings, Inc., Fairbanks Morse, LLC, Garlock Hygienic Technologies, LLC, Garlock Pipeline Technologies, Inc., GGB, Inc., GGB LLC, STEMCO Kaiser Incorporated, Stemco LP, Stemco Products, Inc., Technetics Group Daytona, Inc., Technetics Group LLC, Technetics Group Oxford, Inc., and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representative of the Initial Purchasers |
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| Exhibit 99.1 | Press release of EnPro Industries, Inc. dated March24, 2017 |
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About ENPRO INDUSTRIES, INC. (NYSE:NPO)
EnPro Industries, Inc. (EnPro) is engaged in the designing, developing, manufacturing, and marketing engineered industrial products. The Company operates through three segments: Sealing Products, Engineered Products and Power Systems. Its Sealing Products segment designs, manufactures and sells sealing products, including metallic, non-metallic and composite material gaskets, resilient metal seals, elastomeric seals, hydraulic components, expansion joints and casing end seals. Its Engineered Products segment includes its bearings, aluminum blocks for hydraulic applications and reciprocating compressor components. Its Engineered Products segment includes operations that design, manufacture and sell self-lubricating, non-rolling, metal-polymer, and solid polymer and filament wound bearing products. Its Power Systems segment designs, manufactures, sells and services heavy-duty, medium-speed diesel, natural gas and dual fuel reciprocating engines. ENPRO INDUSTRIES, INC. (NYSE:NPO) Recent Trading Information
ENPRO INDUSTRIES, INC. (NYSE:NPO) closed its last trading session up +0.19 at 64.24 with 109,388 shares trading hands.
