Item 2.01 Completion of Acquisition and Disposition of Assets
As previously announced, on
Simultaneous with the closing of the Transaction and to facilitate the continued
operation of the business conducted by Fairbanks Morse during a transition
period,
The foregoing description does not purport to be a complete statement of the parties' rights and obligations under the Purchase Agreement and the transactions contemplated thereby or a complete explanation of the material terms thereof. The foregoing description is subject to and qualified in its entirety by reference to the text of the Purchase Agreement, which was filed as
Exhibit 2.1 to the Current Report on Form 8-K filed by the Company on
Item 7.01 Regulation FD Disclosure
On
Exhibit 99.1 hereto and is incorporated herein by reference.
The information furnished in Item 7.01, including Exhibit 99.1 shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 9.01 Financial Statements and Exhibits
(b) Pro Forma Financial Information
The following unaudited pro forma financial information, which is filed as
Exhibit 99.2 hereto and incorporated by reference herein, gives effect to the completion of the Transaction pursuant to the Purchase Agreement as described under Item 2.01 above:
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• Unaudited pro forma consolidated statements of operations for the nine months endedSeptember 30, 2019 and the years endedDecember 31, 2018 , 2017 and 2016;
• Unaudited pro forma consolidated balance sheet as of
• Notes to unaudited pro forma consolidated financial statements.
(d) Exhibits
Exhibit Number Exhibit Description
2.1 Membership Interest Purchase Agreement dated as ofDecember 12, 2019 amongEnPro Holdings, Inc. ,Fairbanks Morse, LLC andArcline FM Holdings, LLC , incorporated by reference to Exhibit 2.1 to the Current report on Form 8-K filed byEnPro Industries, Inc. onDecember 13, 2019 * 99.1 Press release datedJanuary 21, 2020 99.2 Unaudited pro forma consolidated financial information Cover Page Interactive Data File (embedded within the Inline XBRL 104 document) _________________ * Certain schedules, annexes and exhibits referred to therein have been omitted pursuant to Item 601(b)(2) of Regulation S-K because the information set forth therein is both not material and would likely cause competitive harm to the Company if publicly disclosed. 3
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