Hello, and welcome to today's Enpro Conference Call. At this time, all participants are in a listen-only mode. If anyone should require operator assistance, please press star zero on your telephone keypad. A question-and-answer session will follow the formal presentation. As a reminder, this conference is being recorded. It's now my pleasure to turn the call over to James Gentile, Vice President, Investor Relations. Please go ahead, James.
Thank you, Kevin, and good morning, everyone. Welcome to Enpro's conference call to discuss our entry into an agreement to sell GGB and our intention to exit our Engineered Materials segment in the fourth quarter. I remind you that our call is being webcast at enproindustries.com, where you can find the press release we issued this morning, along with the presentation that accompanies this call. With me today is Eric Vaillancourt, our President and Chief Executive Officer, and Milt Childress, Executive Vice President and Chief Financial Officer. Before we begin today's discussion, a friendly reminder that we will be making statements on this call that are not historical facts and that are considered forward-looking in nature.
These statements involve a number of risks and uncertainties, including with respect to the transaction we announced today and the benefits to the company from this transaction. These risks and uncertainties are described in today's press release and in our filings with the SEC, including our most recent Form 10-K and Form 10-Q. Also, during the call, we will reference a number of non-GAAP financial measures. Tables reconciling these measures to the comparable GAAP measures are included in the appendix to the presentation materials. We do not undertake any obligation to update these forward-looking statements, except as may be required by law. And now, it's my pleasure to turn the call over to Eric. Eric?
Thank you, James, and good morning, everyone. I'm excited to be with you here today to discuss our agreement to sell GGB, which represents a significant milestone that marks the near completion of the divestiture portion of our transformation journey to create a more streamlined business and position Enpro as a leading-edge industrial technology company optimized for substantial long-term growth. I'd like to start with an overview of the transaction. We have agreed to sell GGB, our metal-polymer plain bearings and mission-critical surface engineering business, to the Timken Company for $305 million in cash. We expect this transaction to close by the end of this year, subject to regulatory approvals and works council processes along with customary closing conditions.
In addition, today we are also announcing that we have initiated a strategic review of Garlock Pipeline Technologies, our pipeline sealing and electrical isolation product manufacturing business, which we expect to complete before year-end. Upon the closing of a GPT sale and the completion of the GGB transaction, we will have fully exited our Engineered Materials segment. We anticipate that these transactions collectively will generate approximately $290 million in net after-tax proceeds, which will provide us with enhanced flexibility to advance our capital allocation priorities.
In light of today's announcements, we expect to classify our Engineered Materials segment as discontinued operations when we report our third quarter results. Once we have closed these two transactions, we will have completed the divestiture portion of our portfolio transformation. We will be moving forward with a high-margin portfolio composed of Sealing Technologies and Advanced Surface Technologies segments. With these leading technology businesses operated in attractive end markets, we have a strong foundation for compelling growth and profitability.
The successful execution of our portfolio transformation is the result of an incredible amount of work completed by the Enpro teams in recent years. We have focused on our strategic goals while delivering solid financial results. I am proud of the resilience our teams have shown amidst dynamic and challenging environments to continue to deliver innovative solutions to our customers while honoring our commitment to operating safely with excellence and respect. I would like to thank our dedicated GGB colleagues for their work in building a world-class business. We know that Timken is the right partner for GGB's future, and GGB is well-positioned to build upon its momentum with Timken's support.
To put today's news in broader perspective, it is helpful to take a step back and review the transformation journey we began a little over three years ago. At that time, we developed a roadmap for our future as a resilient, high-growth company using our enduring and market-leading businesses with strong competitive positions and leading-edge technologies as the foundation from which we would grow. We developed our roadmap based on four key priorities. One, focusing on high-growth, high-margin industrial technology businesses with strong cash flows. Two, building upon our portfolio of leading-edge critical products and solutions to accelerate growth and maximize profit margins, including by increasing the recurring portion of our sales. Three, leveraging our operating model to enhance margins and improve cash flow.
And four, maximizing returns for our shareholders through disciplined capital allocation and focus on cash flow return on investment while maintaining our commitment to sustainability, diversity, and community involvement. We have pursued strategic acquisitions that fit our criteria and that expand our proprietary capabilities in key growing markets. Through thoughtful strategic planning, we targeted semiconductor, photonics, and food and pharma as key secular growth opportunities and acquired leading businesses that are now foundational to Enpro's future. Beginning with the divestiture of Fairbanks Morse, completed in the first quarter of 2020, we have divested several businesses that do not meet our growth or profitability criteria while materially reducing cyclicality and capital intensity. With today's announcement of our intention to exit the Engineered Materials segment, we have built the foundation that we envisioned just a short time ago.
We are confident that moving forward with the right portfolio to continue to drive sustained profitable growth across market cycles with the intention of creating significant long-term value for our stakeholders. I would now like to turn the call over to Milt to further discuss our attractive portfolio of businesses going forward and the impact of exit from the Engineered Materials segment. Milt?
Thanks, Eric. Good morning, everyone. Today represents an important moment in Enpro's history. As Eric discussed earlier, our high-margin portfolio consists of our Sealing Technologies and Advanced Surface Technologies segments. Our businesses in these segments are leaders in their respective markets, with differentiated intellectual property, process know-how, and application engineering expertise. Sealing Technologies, comprised of Garlock, STEMCO, and Technetics, is our largest segment by sales volume and is characterized by businesses with strong aftermarket positions, excuse me, in diverse end markets that insulate us from significant volatility. We see secular growth trends in Sealing Technologies markets such as food and pharmaceutical, aerospace, and nuclear energy. Our collection of mission-critical products and solutions have compelling value propositions and innovation opportunities that will enable us to outpace market growth over time as well as move into new markets.
Our Advanced Surface Technologies segment is composed of our semiconductor-related businesses NxEdge, Technetics Semi, and LeanTeq, and our leading-edge optical filter business, Alluxa. In semiconductor, we are a mission-critical, vertically integrated supplier with precision engineered products and solutions that increase yields and reduce manufacturing lead times. We offer industry-leading proprietary coatings and surface treatments, precision cleaning technologies, and critical chamber parts that drive substantial recurring revenue streams over the production life cycle. We are a key part of the global supply chain for our semiconductor customers and expect to benefit from the expansion of leading-edge semiconductor production capacity in the United States. For both the Sealing and Advanced Surface Technologies segments, we expect to pursue organic growth investments and thoughtful acquisitions that align with our strategic roadmap.
As Eric noted, we expect to classify the Engineered Materials segment as discontinued operations in our third quarter results. Slide six provides a snapshot of sales and adjusted EBITDA for the first half of this year, excluding Engineered Materials, inclusive of the impact of allocated costs that will remain. As noted on the left side of this slide, our pro forma adjusted EBITDA margins for the first half are 23.8%, up 110 basis points from first half reported margins. As evidence of the transformative impact of our portfolio reshaping over the past three years, pro forma margin for the first half of this year is up almost 10 full percentage points from consolidated adjusted EBITDA reported in the first half of 2019.
Slide six also provides the portion of sales and adjusted EBITDA attributable to Engineered Materials that was incorporated in our full year guidance provided in conjunction with our second quarter earnings release. Our guidance issued at that time was based on our expectations that total Engineered Materials segment sales for the year would be in the range of $215 million-$225 million and adjusted EBITDA in the range of $34 million-$36 million, which includes allocated costs of about $3 million that will not go away with the divestitures.
Also, as Eric noted, we expect to receive approximately $290 million in after-tax net proceeds from these two Engineered Materials divestitures combined, assuming the sale of GPT. These proceeds will enable us to advance our capital allocation priorities, including reducing debt while continuing to invest in organic growth opportunities and selectively pursuing strategic acquisitions. With that, I'll turn the call back to Eric.
With today's announcements and our disciplined strategic and financial approach, we are confident we have a platform to continue to deliver sustainable and compelling value to all stakeholders. We will do so while continuing to build upon our best-in-class team and foster a culture that embraces diversity of thought and empowers our employees to collaborate and innovate to reach their full potential. Delivering for our customers and shareholders starts with our team. I thank our colleagues for their hard work and dedication as we build our company for the future. I could not be prouder of how far we have come.
I am confident that the best days are ahead for Enpro, and that we are all well positioned to drive significant value for our teams, our customers, our communities, and our shareholders for years to come. Thank you for your time today on such short notice. We greatly appreciate your interest in Enpro. I'll now open the call to questions.
Thank you. We're now conducting a question-and-answer session. If you'd like to be placed in the question queue, please press star one on your telephone keypad. Confirmation tone will indicate your line is in the question queue. You may press star two if you'd like to remove your question from the queue. For participants using speaker equipment, it may be necessary to pick up your handset before pressing star one. One moment please, while we poll for questions. Our first question today is coming from Jeff Hammond from KeyBanc. Your line is now live.
Hi, good morning. Congrats on this deal.
Good morning, Jeff.
Thanks, Jeff. Good morning.
Just housekeeping, I guess, just to be clear, the disc ops, you'll just take Engineering Materials out for the second half of the year, or are you gonna recast and pull it out for the full year?
Yeah. For the third quarter, what you will see is the third quarter and the nine months of the year. And then obviously going forward when we get to our 10-K next year, you'll see, you know, several years of restatements.
Okay, great. Can you, Milt, just talk about what you see as pro forma leverage post this deal and, you know, if the focus is, you know, kind of continue to delever with these proceeds or, you know, is it more likely that you replace this and do some M&A in the near term?
Yeah. That's a good question, and I think I'd answer it in that it's both. In the near term, you know, we will be paying down some of the debt that we added as a result of the NxEdge acquisition. Longer term, it bolsters our balance sheet to be able to move forward with other strategic growth investments. And to answer your question, and this is just rough, but on leverage by the end of the year, we would expect our net debt to EBITDA to be in the range of 2x, somewhere in that neighborhood.
Okay, great. And then I think when you did your analyst day, you talked about kind of a 40% mix of AST. You know, it seems like through all the moving pieces, NxEdge Engineered Materials coming out, you're pretty much there or better. Maybe longer term, how do you. You know, as you look at the two segments, how do you think about what the longer term mix of those two segments might look like?
Yeah. Jeff, it's Eric. Essentially, we intend to invest in both segments, and we'll take advantage of the right opportunities as they come. But we're focused on the markets that we've identified earlier, both aerospace, the semiconductor, food and pharma, et cetera. We intend to invest in those markets. I don't think there's a specific target for we wanna be this percentage of this and this percentage of that by this segment.
Okay. Thanks so much.
Thanks, Jeff.
Right. The next question is coming from Steve Ferazani from Sidoti. Your line is now live.
Morning, everyone. Appreciate you putting the call together. It's helpful. Wanted to ask about the timing of the deal, 'cause certainly this was something for a long time you've talked about potentially selling. Why now? And then also, how comfortable you were with the price?
Yeah. Well, Steve, you know, we've indicated, I guess, when we get these questions from investors or from you and our other analysts about our plans for Engineered Materials, you know, our response has always been that we would evaluate all of our businesses through the lens and the criteria that we established several years back when we embarked on the portfolio reshaping. That was around, you know, margins, cash flow return on investment, growth profile, et cetera. And so we have over the past three years been critically evaluating our entire portfolio through that lens, and it's led to, you know, a number of divestitures as you've seen. And so we finally concluded as we were, you know, working with GPT. It's a great business.
It is truly a global business. They are leaders in what they do. There's a lot of materials science behind it. We just concluded that we had other areas in our company where we want to invest our capital going forward for growth. And so once we made the decision and we started exploring options, we felt like this was a good time, and we feel very good, you know, about the terms that were reached with Timken. We think it's a fair deal for both sides. It's gonna be a great opportunity for Timken. Be good for the GPT team. They have another partner now that'll be investing in the business. And it does allow us to generate capital for us to invest in areas that Eric described.
Just for housekeeping, what's left now with GGB? Is GPT pretty small in terms of what you would sell it for and what's left? I'm guessing that's classified in Engineered right now.
It is. I mean, GGB is more than 90% of the segment, so it's relatively small. The after-tax proceeds of $290 million that we referenced includes both. So i t's both for Timken and GPT should we complete a sale there.
Any potential regulatory roadblocks you're expecting, or should this be pretty clean?
No, we do not believe that there will be any significant tailwinds there. We have to go through the process, obviously.
Yeah.
With our outside counsel and regulatory filings.
And just last one for me, if I can get in. Now if I do a sort of back of the envelope, semi looks like it's gonna be more than 35% of total sales. Is that about right in how you're thinking about the mix of end markets you have now?
I'm sorry, what was that? What was the question again?
Semi content.
It looks like semi now will be what? Close to more than 35% of total sales. I'm just trying to figure out your mix of business and how much of it is more towards growth end markets and how you're feeling.
Yeah.
About your mix of end markets.
Yeah, that's in the ballpark. We'll, when we get to the third quarter, I think we'll have more information that we can show what our profile looks like with these moves.
Great. Thanks so much, everyone.
Uh-huh.
Thank you. Next question is coming from Ian Zaffino from Oppenheimer. Your line is now live.
Hi. Thank you. You know, I just wanted to key in a little bit more on the GPT. When you say 90%, that's 90% of EBITDA. You know, how do we look at this? Is it a book value play? Is it a multiple of EBITDA to get it sold? You know, who would be a likely buyer of that business, you know, strategic? Sort of help us out there. Thanks.
Hey, Ian, you're referring to Pipeline Technologies, the GPT?
Exactly. Yes. Yes.
Yeah. It's a relatively small business. You know, we do have some very good technology. We have a good team there. They're serving the pipeline part of the oil and gas market, which as we've noted before, you know, we've been de-emphasizing as a company with our divestiture of CPI. This is a natural move and follow-up to that. It is relatively small. You know, we have expectations that we will sell it.
Okay. And then also on the, I guess, dis-synergy stranded cost side, I think you mentioned $3 million. Is that correct? Are there any plans to maybe work that down over time, or is that what we should be expecting going forward? Thanks.
Well, yeah, it's a good question. I mean, here's the way I would answer it. We're always optimizing our costs. We're looking at our corporate costs, at our business unit costs, and we're sizing appropriately for who we are. We did not add a lot of costs when we acquired NxEdge. So in this case, in many respects, we acquired ahead of selling. And so we've made some moves over the course of this year, you know, we have reduced some costs. So. Yeah, I would not say we're necessarily eyeing the $3 million to reduce $3 million because some of that's happened through the course of this year. That would be how I would respond to your question.
Okay, great. Thank you, and congratulations.
Thank you.
Thank you. As a reminder, that's star one to be placed into question queue. One moment, please, while we pull for further questions. We've reached the end of our question and answer session. I'd like to turn the floor back over for any further closing comments.
Thank you for your time today. It was a pleasure.
Thank you. That does conclude today's teleconference and webcast. You may disconnect your line at this time and have a wonderful day. We thank you for your participation today.