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Robert S. McLean
Executive Vice President, General Counsel,
Chief Administrative Officer and Secretary
robert.mclean@enproindustries.com
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March 28, 2019
Via EDGAR
United States Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549-7010
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Re:
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EnPro Industries, Inc.
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Registration Statement on Form S-4
Filed March 28, 2019
CIK 0001164863
Ladies and gentlemen:
EnPro Industries, Inc. (the “Company”) is submitting this correspondence in connection with its filing today of its registration
statement on Form S-4 (the “Registration Statement”) to register the proposed offer to exchange its new 5.75% Senior Notes due 2026 (the “new notes”) for a like amount of its outstanding $350 million aggregate principal amount 5.75% Senior Notes
due 2026 issued on October 17, 2018 (the “outstanding notes” and collectively with the new notes, the “notes”). The form and terms of the new notes are identical in all material respects to the form and terms of the outstanding notes for which
they are to be exchanged, except that
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the transfer restrictions and certain registration rights applicable to the outstanding notes do not apply to the new notes, and
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the new notes will not contain provisions referring to an increase in the interest rate borne by the outstanding notes under certain circumstances relating to the
Company’s registration obligations.
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Additional registrants included in the Registration Statement are the wholly owned subsidiaries of the Company that currently guarantee the outstanding
notes and will, pursuant to the indenture governing the notes, guarantee the new notes. The Company’s Annual Report on Form 10-K for the year ended December 31, 2018, which is incorporated by reference in the Registration Statement, includes in
the footnotes to the Company’s consolidated financial statements consolidating financial information for the relevant periods with respect to the Company, its subsidiaries that are guarantors of the notes and its subsidiaries that are not
guarantors of the notes.
5605 Carnegie Boulevard
Charlotte NC 28209-4674
Phone 704 731 1519
Fax 704 731 1511
www.enproindustries.com
U.S. Securities and Exchange Commission
March 28, 2019
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The Company hereby confirms that it is registering the exchange offer (the “Exchange Offer”) described in the Registration Statement in
reliance on the positions enunciated by the staff of the Securities and Exchange Commission in Exxon Capital Holdings Corp., SEC No-Action Letter (April
13, 1988) (the “Exxon Capital Letter”), Morgan Stanley & Co. Inc., SEC No-Action Letter (June 5, 1991) (the “Morgan Stanley Letter”) and Shearman & Sterling, SEC No-Action Letter (July 2, 1993) (the “Shearman & Sterling Letter”). In addition, the Company hereby represents as follows:
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The Company has not entered into any arrangement or understanding with any person to distribute the securities to be received in the exchange offer and, to the best of
the Company’s information and belief, each person participating in the exchange offer is acquiring the securities in its ordinary course of business and has no arrangement or understanding with any person to participate in the
distribution of the securities to be received in the exchange offer. In this regard, the Company will make each person participating in the exchange offer aware (through the prospectus for the exchange offer or otherwise) that if the
exchange offer is being registered for the purpose of secondary resales, any security holder using the exchange offer to participate in a distribution of the securities to be acquired in the registered exchange offer (i) cannot rely
on the Staff’s position enunciated in the Exxon Capital Letter, the Morgan Stanley Letter, the Shearman & Sterling Letter or similar letters and (ii) must comply with registration and prospectus delivery requirements of the
Securities Act of 1933, as amended (the “Securities Act”), in connection with a secondary resale transaction. The Company acknowledges that such a secondary resale transaction should be covered by an effective registration statement
containing the selling securityholder information required by Item 507 of Regulation S-K.
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Neither the Company nor any of its affiliates has entered into any arrangement or understanding with any broker-dealer to distribute the new notes (as defined the in
Registration Statement).
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The Company (i) will make each person participating in the exchange offer aware (through the prospectus for the exchange offer or otherwise) that any broker-dealer who
holds old notes (as defined in the Registration Statement) acquired for its own account as a result of market-making activities or other trading activities, and who receives new notes in exchange for such old notes pursuant to the
exchange offer, may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such new notes (which prospectus includes a plan of distribution with respect
to such resale transactions); (ii) will include in the transmittal letter or similar documentation to be executed by an exchange offeree in order to participate in the exchange offer provisions to the effect that (x) if the exchange
offeree is not a broker-dealer, a representation that it is not engaged in, and does not intend to engage in, a distribution of the new notes and (y) if the exchange offeree is a broker-dealer holding old notes acquired for its own
account as a result of market-making activities or other trading activities, such exchange offeree acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of new
notes received in respect of such old notes pursuant to the exchange offer; and (iii) will include a statement in the transmittal letter to the effect that by so acknowledging and by delivering a prospectus, a broker-dealer will not
be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
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U.S. Securities and Exchange Commission
March 28, 2019
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The outstanding notes were issued to partially fund the redemption of the Company’s former 5.875% Senior Notes due 2022 (the “old
notes”), which were initially issued on September 16, 2014. The old notes were the subject of an exchange offer effected by the Company pursuant to a registration statement on Form S-4 (Registration No. 333-203020) declared effective of May 13,
2015. Such registration statement was the subject of limited staff review, resulting in the Company’s response letter submitted on May 4, 2015 in connection with the filing of Amendment No. 1 to such registration statement. Consistent with such
response letter, the Company represents to the staff that:
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it satisfies the eligibility requirements for use of Form S-3 set forth in General Instruction I(A) and (B) to Form S-3, including the requirement for a primary offering
under General Instruction I(B)(1); and
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each of the subsidiary guarantors satisfies the eligibility requirements for use of Form S-3 set forth in General Instruction I(C) to Form S-3, specifically clause 4 of
such General Instruction.
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Duration of the Exchange Offer
The Company confirms that the Exchange Offer will remain open for at least 20 business days (as defined in Rule 14d-1(g)(3) of Regulation
14D) after the Exchange Offer commences, with the expiration occurring no earlier than 5:00 p.m., New York City time, on the 21st business day after the commencement
of the Exchange Offer.
Information for Acceleration Request
The Company has authorized the following individuals to make oral requests for acceleration of effectiveness of the Registration
Statement on its behalf: Robert S. McLean, Tanya D. Greeley, Thomas A. Price and Stephen M. Lynch. The Company confirms, in connection with any such acceleration request and as contemplated by Rule 461 under the Securities Act, that it is aware
of its obligations under the Securities Act. No underwriter will participate in the distributions contemplated by the Registration Statement.
U.S. Securities and Exchange Commission
March 28, 2019
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Please contact our outside legal counsel, Stephen M. Lynch at Robinson, Bradshaw & Hinson, P.A. at 704 377-8355 (email:
slynch@rbh.com or facsimile number: (704) 373-3955), in the event that there are any comments with regard to the Registration Statement.
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Sincerely,
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/s/ Robert S. McLean
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Robert S. McLean
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Executive Vice President, General Counsel, Chief Administrative Officer and Secretary
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