Enpro Inc. filed SEC Form 8-K: Termination of a Material Definitive Agreement, Creation of a Direct Financial Obligation, Other Events, Financial Statements and Exhibits

SECURITIES AND EXCHANGE COMMISSION

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 29, 2025

	5605 Carnegie Boulevard, Suite 500
	Charlotte, North Carolina 28209
(Address of principal executive offices, including zip code)

	(704) 731-1500
(Registrant’s telephone number, including area code)

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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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On May 29, 2025, Enpro Inc. (the “Company,” “Enpro,” “we” or “our”) satisfied and discharged the Indenture, dated as October 17, 2018 (as supplemented, the “5.75% Notes Indenture”), by and among the Company, the Guarantors named therein (the “5.75% Notes Guarantors”), and U.S. Bank Trust Company, National Association, as trustee (the “5.75% Notes Trustee”), governing the Company’s 5.75% Senior Notes due 2026 (the “5.75% Notes”). In connection with the satisfaction and discharge, the Company issued a conditional notice of redemption (the “Redemption Notice”) for all outstanding 5.75% Notes (having an aggregate principal amount of $350,000,000) with a redemption date of June 12, 2025. On May 29, 2025, the Company provided notice to the 5.75% Notes Trustee that the conditions of the Redemption Notice had been satisfied and irrevocably deposited $353,186,458.33 in cash with the 5.75% Notes Trustee, representing the redemption price of the outstanding 5.75% Notes, equal to 100% of the aggregate principal amount thereof, plus accrued but unpaid interest on the outstanding 5.75% Notes to, but not including, the redemption date. As a result of the satisfaction and discharge, the 5.75% Notes Indenture ceased to be of further effect (except as to surviving rights and immunities of the 5.75% Notes Trustee and rights of registration or transfer or exchange of 5.75% Notes, as expressly provided for in the 5.75% Notes Indenture).

On May 29, 2025, the Company issued $450 million in aggregate principal amount of its 6.125% Senior Notes due 2033 (the “Senior Notes”) pursuant to an Indenture (the “Indenture”) dated as of May 29, 2025 among the Company, certain of its subsidiaries listed below and U.S. Bank Trust Company, National Association, as trustee. The description of the Indenture set forth herein is qualified in its entirety by reference to the Indenture, which includes the form of the Senior Notes, filed as Exhibit 4.1 hereto, which is incorporated by reference herein.

The Senior Notes are unsecured, unsubordinated obligations of Enpro and mature on June 1, 2033. Interest on the Senior Notes accrues at a rate of 6.125% per annum and is payable semi-annually in cash in arrears on June 1 and December 1 of each year, commencing December 1, 2025.

The Senior Notes are required to be guaranteed on a senior unsecured basis by each of the Company’s existing and future direct and indirect domestic subsidiaries that is a borrower under, or guarantees, the Company’s indebtedness under its senior secured revolving credit facility.  Upon issuance, the Senior Notes were guaranteed by the following Company subsidiaries:

The Senior Notes and the guarantees constitute senior obligations of the Company and the guarantors and:

 

 

 

 

 

On or after June 1, 2028, the Company may on any one or more occasions redeem all or a part of the Senior Notes at the redemption prices (expressed as percentages of principal amount) set forth below, plus accrued and unpaid interest, to, but not including, the applicable date of redemption, if redeemed during the twelve-month period commencing on June 1 of the years set forth below:

In addition, the Company may redeem up to 40% of the aggregate principal amount of the Senior Notes before June 1, 2028 with the net cash proceeds from certain equity offerings at a redemption price of 106.125% of the principal amount, plus accrued and unpaid interest, to, but not including, the redemption date.  The Company may also redeem some or all of the Senior Notes before June 1, 2028 at a redemption price of 100% of the principal amount, plus accrued and unpaid interest, to, but not including, the redemption date, plus a “make whole” premium.

If a “change of control” (as defined in the Indenture) occurs at any time, each holder of the Senior Notes will have the right to require the Company to repurchase all or any part of such holder’s Senior Notes at a purchase price in cash equal to 101% of the principal amount of Senior Notes being repurchased, plus accrued and unpaid interest, to, but excluding, the date of repurchase, except to the extent the Company has previously or concurrently elected to redeem notes as described above.

The Indenture contains covenants that, among other things, limit the Company’s ability and the ability of its Restricted Subsidiaries (as defined in the Indenture) to:

 

 

These covenants are subject to important exceptions and qualifications set forth in the Indenture.

 

 

 

 

 

On May 29, 2025, the Company issued a press release announcing that it had completed the previously announced offering of $450.0 million aggregate principal amount of its Senior Notes. The press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

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.