EnPro Industries, Inc. (NYSE:NPO) entered into a definitive agreement to acquire NxEdge Inc. from Trive Capital Fund II LP, a fund managed by Trive Capital Management LLC, for $850 million on November 4, 2021. The purchase price is subject to potential adjustment based on the amount of cash, debt and working capital of NxEdge, as well as for the amount of specified selling and other expenses of NxEdge. EnPro expects to finance the all-cash acquisition with a combination of cash, borrowings under its revolving credit facility and additional term loan debt. Upon closing, NxEdge will become part of EnPro's Advanced Surface Technologies segment.

Key managers, including Founder and Chief Executive Officer Jackson Chao, will continue leading NxEdge. The transaction is subject to limited closing conditions, including regulatory approvals, the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and execution of the escrow agreement on behalf of seller and the escrow agent. The transaction is expected to close by the end of 2021. EnPro expects the acquisition to be immediately accretive to total sales growth, adjusted EBITDA margin and adjusted diluted earnings per share. Evercore is advising Trive Capital on the sale of NxEdge, and Jon-Micheal A. Wheat and Katherine M. Bryan, Rachel Cantor, Aaron M. Berlin, Matthew S. Lovell, Maureen D. O'Brien, Michael Schulman, Stephen M. Jacobson, Joshua Faulkner, Christian Semonsen, Ivan A. Schlager, Daniel J. Gerkin, Anthony Rapa, Nathan L. Mitchell, Marin Boney and Matthew S. Wheatley of Kirkland & Ellis LLP is serving as legal counsel. GCA Advisors is serving as financial advisor to EnPro, and Kelly L. Loving of Robinson, Bradshaw & Hinson, P.A. is serving as legal counsel. Houlihan Lokey served as financial advisor to Enpro. Michelle Heisner of Baker McKenzie advised GCA Advisors, LLC, financial advisor to Enpro.

EnPro Industries, Inc. (NYSE:NPO) completed the acquisition of NxEdge Inc. from Trive Capital Fund II LP, a fund managed by Trive Capital Management LLC, on December 17, 2021. The consideration paid by EnPro Holdings was $856.8 million in cash, net of cash acquired, subject to customary purchase price adjustments related to the final acquisition date net working capital determination. We funded the acquisition of NxEdge with available cash and borrowings under our senior credit facilities.