MODINE MANUFACTURING CO 8-K

What Happened
On January 29, 2026, Modine Manufacturing Company announced definitive agreements to combine its Performance Technologies business with Gentherm Incorporated in a Reverse Morris Trust transaction. The boards of both companies unanimously approved the deal. Modine will separate the Performance Technologies business into a new subsidiary (Platinum SpinCo Inc.), distribute SpinCo shares to Modine shareholders (a Spin-Off), and immediately merge SpinCo into a Gentherm merger subsidiary (the Merger). As part of the transaction Modine will receive a $210 million cash distribution (subject to adjustments) and Modine shareholders are expected to own approximately 40% of outstanding Gentherm common stock after closing, disregarding shareholder overlap.

Key Details

• Date filed: January 29, 2026; transaction governed by a Separation Agreement and a Merger Agreement executed that day.
• Cash consideration: $210 million paid to Modine by SpinCo pre-Spin-Off, subject to adjustments for cash, working capital and indebtedness and possible decrease if additional Gentherm shares are issued to meet tax thresholds.
• Ownership: Modine shareholders to own ~40% of Gentherm common stock after the Merger (disregarding overlap).
• Financing: Gentherm, SpinCo and a bank executed a 364‑day bridge loan commitment to fund the cash distribution, a potential special dividend, related fees/expenses, and to backstop Gentherm’s credit agreement.
• Additional agreements contemplated: Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Intellectual Property and Technical Services Agreements, a Racine lease-back, and Trademark Matters Agreement (perpetual royalty-free exclusive use of “Modine” for the heating product line; two-year royalty-free exclusive for coatings and coils).

Why It Matters
This transaction separates Modine’s Performance Technologies business and combines it with Gentherm, providing Modine with cash (subject to customary adjustments) and leaving Modine shareholders with a significant equity stake in the combined Gentherm business. For investors, the deal materially reshapes Modine’s business mix and balance sheet: Modine will receive upfront cash, retain go‑forward operations separate from Performance Technologies, and its shareholders will gain exposure to the merged Performance Technologies/Gentherm entity. Closing remains subject to standard conditions (completion of the separation, solvency opinion, satisfaction of merger conditions, and payment of the cash distribution) and the companies will enter multiple transition and tax agreements to govern post‑closing relationships.