Enpro Inc. filed SEC Form 8-K: Regulation FD Disclosure, Other Events, Financial Statements and Exhibits
$NPO
Metal Fabrications
Industrials
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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(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. ☐
| Item 7.01 |
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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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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