# Platinum SpinCo, Inc. — merger/scheme_of_arrangement [pending]
Source: sec.gov · situation sit_f4c66b5ea229ed093200 · public 6987066835524260137 · retrieved 2026-08-19T11:33:43.365Z

## Overview
Platinum SpinCo Inc. is a Delaware corporation and wholly owned subsidiary of Modine Manufacturing Company that will hold Modine's Performance Technologies business, a leading provider of highly engineered, mission-critical thermal management solutions across vehicular and power generation end markets, including heavy-duty equipment, commercial vehicle, and automotive segments.

Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Company, is combining Modine's Performance Technologies business with Gentherm Incorporated in a Reverse Morris Trust transaction. Under the structure, Modine will separate the Performance Technologies Business into SpinCo, distribute SpinCo shares pro rata to Modine shareholders, and SpinCo will then merge with Platinum Gold Merger Sub Inc. (a Gentherm subsidiary), with SpinCo surviving as a wholly owned subsidiary of Gentherm. The Form 10 registration statement was declared effective on August 12, 2026. The transaction is governed by a Separation Agreement dated January 29, 2026, and a Merger Agreement also dated January 29, 2026.

## Terms
- Counterparty: Gentherm Incorporated · Consideration: stock · Stake: 40%

## Key dates
- Announced 2026-08-13 · Record 2026-07-31 · Vote 2026-09-10 · Expected close 2026-12-31

## Timeline
- 2026-08-13 · 425 (0001193125-26-349132): 425 - Platinum SpinCo, Inc. — *Platinum SpinCo Inc. is a Delaware corporation and wholly owned subsidiary of Modine Manufacturing Company that will hold Modine's Performance Technologies business, a leading provider of highly engineered, mission-critical thermal management solutions across vehicular and power generation end markets, including heavy-duty equipment, commercial vehicle, and automotive segments.* Platinum SpinCo Inc., a wholly owned subsidiary of Modine Manufacturing Company, is combining Modine's Performance Technologies business with Gentherm Incorporated in a Reverse Morris Trust transaction. Under the structure, Modine will separate the Performance Technologies Business into SpinCo, distribute SpinCo shares pro rata to Modine shareholders, and SpinCo will then merge with Platinum Gold Merger Sub Inc. (a Gentherm subsidiary), with SpinCo surviving as a wholly owned subsidiary of Gentherm. The Form 10 registration statement was declared effective on August 12, 2026. The transaction is governed by a Separation Agreement dated January 29, 2026, and a Merger Agreement also dated January 29, 2026.
  https://www.sec.gov/Archives/edgar/data/2134183/0001193125-26-349132.txt

## Citations
- 0001193125-26-349132 — https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&type=&dateb=&owner=include&count=40&search_text=000119312526349132