Conversion Rights on EnPro’s Convertible Senior Debentures Remain in Effect

  Conversion Rights on EnPro’s Convertible Senior Debentures Remain in Effect

Business Wire

CHARLOTTE, N.C. -- September 27, 2013

EnPro Industries, Inc. (NYSE:NPO) today announced that the company's
$172,500,000 aggregate principal amount of 3.9375% Convertible Senior
Debentures due 2015 will remain convertible by holders of the Debentures
through December 31, 2013. Conversion rights remain in effect 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 September 30, 2013. The Debentures
will continue to be convertible until December 31, 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.

Holders who complete all requirements for conversion of the Debentures on
October 15, 2015 prior to the close of business will be considered to have
converted the Debentures prior to the close of business on the stated maturity
date. Holders who convert Debentures on the stated maturity date will be
entitled to retain the interest payment on those Debentures to be paid on that
date without having to deliver an amount equal to that payment in connection
with the conversion.

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
EnPro 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 (651)

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.
Investor Contact:
Don Washington, 704-731-1527
Director, Investor Relations and
Corporate Communications
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