Gentherm Inc. Completes SpinCo Acquisition, Adds Director, Secures $250M Loan

What Happened

• Gentherm announced on Oct. 1, 2026 that it closed the transactions to acquire Modine’s SpinCo business. SpinCo became a wholly owned subsidiary of Gentherm and the parties entered into several transitional and allocation agreements covering taxes, employees, intellectual property, trademarks and transition services.
• Concurrently, SpinCo drew $250.0 million under a delayed-draw term loan facility (DDTL) provided by a credit agreement dated June 29, 2026. Gentherm and certain domestic subsidiaries guaranteed the credit facility and granted security interests in substantially all of their assets.

Key Details

• Transaction close date: October 1, 2026; Gentherm filed the related Current Report on Form 8‑K that day.
• Financing: $250.0 million term loan funded on close; interest at option of SOFR + 1.125%–2.00% or base rate + 0.125%–1.00%; ticking fee of 0.175% accrued from June 29, 2026 to funding.
• Agreements signed on closing: Tax Matters Agreement, Employee Matters Agreement, Intellectual Property Matters Agreement, Transition Services Agreement (services generally 1–3 up to 12 months), and Trademark Matters Agreement (e.g., Modine trademark exclusive in HVAC&R first 4 years then non‑exclusive; transitional trademark use up to 2 years plus 3 months sell‑off).
• Corporate changes: Board expanded from 9 to 10 members and appointed Paul Mascarenas (effective Oct. 1, 2026); Articles amended to increase authorized common shares from 55,000,000 to 110,000,000 (approved Sept. 10, 2026; effective Sept. 29, 2026).

Why It Matters

• The filing confirms Gentherm has completed a significant acquisition and put in place the legal, tax, employee and IP frameworks needed to operate the acquired business, while preserving intended tax treatment and providing transition help between the companies.
• The $250M secured term loan funds the cash distribution and corporate needs and creates a new material secured obligation guaranteed by Gentherm and certain subsidiaries; investors should note the new secured leverage and the covenant requirements (including interest coverage and net leverage ratios) that may affect Gentherm’s capital flexibility.
• Board and charter changes (new director and doubled authorized shares) reflect governance and capitalization adjustments tied to the transaction and may influence future strategic or financing actions.