Conversion Right Triggered on EnPro’s Convertible Senior Debentures

  Conversion Right Triggered on EnPro’s Convertible Senior Debentures

Business Wire

CHARLOTTE, N.C. -- March 29, 2013

EnPro Industries, Inc. (NYSE: NPO) today announced that commencing April 1,
2013, the company's $172,500,000 aggregate principal amount of 3.9375%
Convertible Senior Debentures due 2015 will be convertible by holders of the
Debentures. This conversion right has been triggered because the closing price
per share of EnPro’s common stock has exceeded $43.93, or 130% of the initial
conversion price of $33.79, for at least 20 of 30 consecutive trading days
during the period ending on March 31, 2013. The Debentures will continue to be
convertible until June 30, 2013, and may be convertible thereafter, if one or
more of the conversion conditions specified in the Indenture, dated as of
October 26, 2005, by and between EnPro Industries, Inc. and U.S. Bank National
Association (as successor to Wachovia Bank, National Association), is
satisfied during future measurement periods.

If conversion requests are received, the settlement of the Debentures will be
paid pursuant to the terms of the Indenture, which calls for conversion into a
combination of cash and common stock of the company. Upon conversion, the
lesser of the $1,000 principal amount of each debenture and its conversion
value would be settled in cash; to the extent the conversion value exceeds
$1,000, the remaining amount due to the holders would be settled in shares of
the company’s common stock.

At the time of the sale of the Debentures, a portion of the net proceeds was
used to enter into call options (hedge and warrant transactions) which entitle
the company to purchase shares of its common stock from a financial
institution at $33.79 per share and entitle the financial institution to
purchase shares from the company at $46.78 per share. These transactions
reduce potential dilution to holders of the company’s common stock from
conversion of the Debentures by increasing the effective conversion price to
$46.78 a share.

U.S. Bank National Association is the trustee for the holders of the
Debentures and the conversion agent under the Indenture. All questions
relating to the mechanics of the conversion for the Debentures should be
directed to U.S. Bank National Association, Attn: Jacob Schmitz, Specialized
Finance, 60 Livingston Avenue, St. Paul, Minnesota 55107; telephone

This press release is only a summary of certain provisions of the Debentures
and the Indenture. A complete explanation of the conversion rights of holders
of the Debentures, as well as the procedures required to convert the
Debentures, is set forth in the Indenture. All holders are urged to review the
conversion provisions contained in the Indenture in its entirety.

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


EnPro Industries,Inc.
Don Washington, 704-731-1527
Director, Investor Relations and
Corporate Communications
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