# MODINE MANUFACTURING CO (MOD) — merger/definitive [pending] Source: SEC API (secapi.ai) · situation sit_2dace027163eb84e1014 · retrieved 2026-08-12T21:22:42.718Z ## Overview Modine Manufacturing Company manufactures motor vehicle parts and accessories, including thermal management solutions for heavy-duty equipment, on-highway applications, data centers, and commercial HVAC systems. Modine Manufacturing Company is executing a planned spin-off of its Performance Technology segment through Platinum SpinCo Inc., a wholly owned subsidiary, which will merge with Gentherm Incorporated in a Reverse Morris Trust transaction. Gentherm has completed its S-4 submission to the SEC and will request shareholder approval once the registration statement becomes effective. Modine has completed the IRS determination letter filing for the tax treatment of the Reverse Morris Trust transaction and expects to receive a favorable ruling prior to closing. The company is conducting IT separation and legal entity reorganization to deliver a stand-alone operating business to Gentherm. The transaction is expected to close before the end of calendar year 2026, subject to receipt of all necessary approvals and satisfaction of closing conditions. ## Terms - Counterparty: Gentherm Incorporated · Deal value: $1.00B · Consideration: mixed · Stake: 40% ## Key dates - Announced 2026-01-29 · Expected close 2026-12-31 ## Timeline - 2026-01-29 · 425 (0001104659-26-008105): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, including thermal management and climate control solutions for automotive, power generation, commercial, and heavy-duty end markets.* Modine Manufacturing Company announced its intent to spin off its Performance Technologies (PT) segment and simultaneously combine it with Gentherm Incorporated, a public automotive thermal management company headquartered in Novi, Michigan. Following the closing, Modine Corporate and the Climate Solutions Segment will continue to operate as a separate, publicly traded company. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions including receipt of regulatory approvals. Bill Presley, CEO of Gentherm, will serve as CEO of the combined company, while Jeremy Patten will continue as President of Performance Technologies. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008105.txt - 2026-01-29 · 425 (0001104659-26-008100): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company is a motor vehicle parts and accessories manufacturer with a Performance Technologies business serving heavy-duty equipment and on-highway applications, which will be spun off and combined with Gentherm; the remaining business will focus on climate solutions including data center cooling, commercial HVAC, and refrigeration.* Modine Manufacturing Company announced a proposed business combination in which its Performance Technologies business will be spun off into Platinum SpinCo Corporation and combined with Gentherm Incorporated. The transaction is structured as a reverse merger transaction (RMT) that is expected to be tax-free to Modine and its shareholders. Upon completion, Modine shareholders will own 100% of Modine's remaining climate solutions business and 40% (subject to adjustment) of the combined Gentherm and Performance Technologies platform. Modine will receive a cash distribution of $210 million, subject to certain adjustments. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008100.txt - 2026-01-29 · 425 (0001104659-26-008093): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, including its Performance Technologies business segment which will be separated and combined with Gentherm.* Modine Manufacturing Company entered into definitive agreements with Gentherm Incorporated on January 29, 2026 to combine Modine's Performance Technologies business with Gentherm in a Reverse Morris Trust transaction. The transaction will be structured as follows: (1) Modine will separate the Performance Technologies Business into Platinum SpinCo Inc., a wholly owned subsidiary; (2) SpinCo will distribute $210 million in cash to Modine, subject to adjustment for working capital and indebtedness; (3) Modine will distribute all SpinCo shares pro rata to its shareholders; and (4) SpinCo will merge with Gentherm's subsidiary, with SpinCo becoming a wholly owned subsidiary of Gentherm. Following the transaction, Modine shareholders will own approximately 40% of Gentherm's outstanding common stock on a fully diluted basis (disregarding shareholder overlap), while existing Gentherm shareholders will own 60%. The transaction is expected to close by March 31, 2027, subject to regulatory approvals, shareholder votes, and other customary closing conditions. Both boards have unanimously approved the transaction. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008093.txt - 2026-01-29 · 425 (0001104659-26-008099): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, operating through Performance Technologies and Climate Solutions segments.* Modine Manufacturing Company announced its intention to spin off its Performance Technologies segment into Platinum SpinCo Corporation and merge it with Gentherm Incorporated, a provider of thermal management and pneumatic comfort technologies for automotive and medical industries. Following the transaction, Modine's Climate Solutions segment together with Corporate functions will remain as a standalone, publicly traded company. The transaction is expected to close by the end of calendar year 2026, subject to customary closing conditions and regulatory approval. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008099.txt - 2026-01-29 · 425 (0001104659-26-008103): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, including thermal management solutions for automotive, commercial HVAC and refrigeration, data center cooling, and power generation markets.* Modine Manufacturing Company announced its intent to spin off its Performance Technologies (PT) business into Platinum SpinCo Corporation and simultaneously combine it with Gentherm Incorporated, a public thermal management company headquartered in Novi, Michigan. The transaction is structured as a tax-free reverse Morris trust. Upon closing, Modine's Climate Solutions and Data Centers segments and Corporate functions will continue as a standalone, publicly traded company. The combined PT-Gentherm company will be led by Gentherm CEO Bill Presley, with PT operating as a division and headquartered in Novi, Michigan while retaining a significant presence in Racine. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to customary closing conditions including regulatory approvals and Gentherm shareholder approval. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008103.txt - 2026-01-29 · 425 (0001104659-26-008097): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company is a motor vehicle parts and accessories manufacturer with a Performance Technologies business focused on thermal management, air moving devices, pneumatic solutions, and valve systems.* Modine Manufacturing Company is proposing a business combination involving the spin-off of its Performance Technologies business as Platinum SpinCo Corporation, which would then merge with Gentherm Incorporated. Gentherm is a global leader in thermal management and pneumatic comfort technologies with $1.5 billion in revenue, 14,000+ employees, and operations in 13 countries. The transaction is expected to create a scaled leader in thermal management solutions. Gentherm will file a Form S-4 registration statement with a proxy statement/prospectus, while SpinCo will file a Form 10 registration statement serving as an information statement/prospectus in connection with the spin-off from Modine. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008097.txt - 2026-01-29 · 425 (0001104659-26-008104): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, including its Performance Technologies business which serves commercial vehicle, heavy-duty equipment, power generation and automotive markets.* Gentherm Incorporated is combining with Platinum SpinCo Corporation, which will hold Modine Manufacturing Company's Performance Technologies business, in a proposed business combination. The transaction is expected to close in the fourth quarter of calendar year 2026. Following completion, Modine Performance Technologies will operate as a division of Gentherm under the Gentherm name, with Jeremy Patten continuing as President and Bill Presley continuing as CEO of Gentherm. Until closing, Gentherm and Modine Performance Technologies will remain separate and operate independently. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008104.txt - 2026-01-30 · 425 (0001104659-26-008534): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures thermal management solutions and climate control products for automotive, industrial, and data center applications, with its Performance Technologies segment serving power generation, commercial, and heavy-duty markets.* Modine Manufacturing announced a Reverse Morris Trust transaction in which its Performance Technologies segment will be spun off as Platinum SpinCo Inc. and simultaneously merged with Gentherm Incorporated. The transaction values Performance Technologies at approximately $1 billion (6.8x trailing 12-month adjusted EBITDA as of September 30, 2025). At closing, Modine will receive $210 million in cash (subject to adjustments) and Modine shareholders will receive approximately $790 million of Gentherm stock, providing them with 40% ownership of the combined company while retaining 100% ownership of Modine. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to Gentherm shareholder approval and customary closing conditions including regulatory approvals. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008534.txt - 2026-01-30 · 425 (0001104659-26-008536): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company is a motor vehicle parts and accessories manufacturer with a Performance Technologies business segment that is being separated and combined with Gentherm Incorporated.* Modine Manufacturing Company is pursuing a proposed business combination involving the spin-off of its Performance Technologies business as Platinum SpinCo Inc. and a merger with Gentherm Incorporated. The transaction will be structured as a spin-off of SpinCo from Modine, followed by a merger between SpinCo and Gentherm. Gentherm will file a Form S-4 registration statement with a proxy statement/prospectus, while SpinCo will file a Form 10 registration statement that will serve as an information statement/prospectus in connection with the spin-off. The parties intend to seek shareholder approval and regulatory clearances before closing. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-008536.txt - 2026-02-17 · 425 (0001104659-26-015580): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company designs and manufactures thermal management solutions for diverse end markets including data centers, HVAC systems, and heavy-duty equipment, with approximately $2.6 billion in fiscal 2025 sales and ~11,300 employees across 41 manufacturing facilities in 14 countries.* Modine Manufacturing announced a Reverse Morris Trust transaction in which it will spin off its Performance Technologies business and merge it with a wholly-owned subsidiary of Gentherm. The transaction values Performance Technologies at approximately $1 billion (representing ~6.8x LTM September 30, 2025 Adjusted EBITDA). Modine will receive a $210 million cash distribution via SpinCo debt proceeds (subject to adjustment), and Modine shareholders will receive approximately $790 million in Gentherm stock. Post-closing, Modine shareholders will own 40% of the combined company and 100% of Modine's Climate Solutions business. The transaction is expected to close in the fourth quarter of calendar year 2026, subject to Gentherm shareholder approval, SpinCo financing completion, a customary IRS tax ruling, and customary closing conditions including regulatory approvals. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-015580.txt - 2026-07-31 · 425 (0001104659-26-089191): 425 - MODINE MANUFACTURING CO — *Modine Manufacturing Company manufactures motor vehicle parts and accessories, including thermal management solutions for heavy-duty equipment, on-highway applications, data centers, and commercial HVAC systems.* Modine Manufacturing Company is executing a planned spin-off of its Performance Technology segment through Platinum SpinCo Inc., a wholly owned subsidiary, which will merge with Gentherm Incorporated in a Reverse Morris Trust transaction. Gentherm has completed its S-4 submission to the SEC and will request shareholder approval once the registration statement becomes effective. Modine has completed the IRS determination letter filing for the tax treatment of the Reverse Morris Trust transaction and expects to receive a favorable ruling prior to closing. The company is conducting IT separation and legal entity reorganization to deliver a stand-alone operating business to Gentherm. The transaction is expected to close before the end of calendar year 2026, subject to receipt of all necessary approvals and satisfaction of closing conditions. https://www.sec.gov/Archives/edgar/data/67347/0001104659-26-089191.txt ## Citations - 0001104659-26-008105 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008105 - 0001104659-26-008100 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008100 - 0001104659-26-008093 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008093 - 0001104659-26-008099 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008099 - 0001104659-26-008103 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008103 - 0001104659-26-008097 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008097 - 0001104659-26-008104 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008104 - 0001104659-26-008534 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008534 - 0001104659-26-008536 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926008536 - 0001104659-26-015580 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926015580 - 0001104659-26-089191 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000110465926089191