Subsequent Events

6 Months Ended

Jun. 30, 2019

Subsequent Events [Abstract]

Subsequent Events

Subsequent Events

On July 2, 2019, we acquired The Aseptic Group (comprising Aseptic Process Equipment SAS and Aseptic Services SARL), a privately-held France-based company which distributes, designs, and manufactures aseptic fluid transfer products for the pharmaceutical and biopharmaceutical industries. The Aseptic group will become part of EnPro’s Garlock division within the Sealing Products segment. The purchase price allocation is subject to the completion of the valuation of certain assets and liabilities.

On July 19, 2019, we entered into an agreement to acquire the outstanding equity securities of LeanTeq, LLC and LeanTeq Co., Ltd. (collectively "LeanTeq"), a privately-held, Taiwan-based company. LeanTeq provides refurbishment services for critical components and assemblies used in state-of-the-art semiconductor equipment. The equipment is used to produce the latest and most technologically advanced microchips for smartphones, autonomous vehicles, high-speed wireless connectivity (5G), artificial intelligence, and other leading-edge applications. Upon completion of the acquisition, LeanTeq will become part of EnPro's Technetics division within the Sealing Products segment. The transaction is subject to customary closing conditions, including Taiwan investment commission approval and other regulatory approvals, and is expected to close in the fourth quarter of 2019.

The acquisition agreement provides that two LeanTeq equity holders who are managers of LeanTeq (the “LeanTeq Executives”) will apply approximately 10% of the total transaction consideration paid in the acquisition to purchase equity interests of our subsidiary (the “Acquisition Subsidiary”) acquiring LeanTeq pursuant to an agreement (the “LLC Agreement”) to be entered into upon the closing of the LeanTeq acquisition (the “Closing”). Under the LLC Agreement, each of the LeanTeq Executives will also have the right to sell to us, and we will have the right to purchase from each of the LeanTeq Executives, the LeanTeq Executive’s equity interests in the Acquisition Subsidiary, following the third anniversary of the Closing, a change-of-control of the Acquisition Subsidiary or EnPro, dissolution of the Acquisition Subsidiary, termination of employment, death or disability of the LeanTeq Executive, and certain other circumstances such as a dispute regarding our performance of the LLC Agreement. The consideration payable in two installments in such purchase and sale arrangements is generally to be based upon a multiple of twelve-month adjusted EBITDA based upon certain financial metrics of the Acquisition Subsidiary, plus cash and less indebtedness of the Acquisition Subsidiary prior to the relevant installment payment, subject to certain adjustments dependent upon the circumstances of the purchase and sale.

The combined purchase price of these two transactions is approximately $345.0 million. EnPro is financing these two transactions through a combination of funds from cash, an expanded revolving credit facility, a new term loan facility, and the rollover investment from the LeanTeq Executives.