Modine Manufacturing completes spin-off and merger of Performance Technologies business
Modine Manufacturing has completed the tax-free spin-off and Reverse Morris Trust merger of its Performance Technologies business with Gentherm.
Key takeaways
- Modine Manufacturing Company (MOD) completed the spin-off and Reverse Morris Trust combination of its Performance Technologies business with Gentherm on Oct. 1, 2026.
Modine Manufacturing Company (MOD) said Wednesday it has completed the previously announced spin-off of its Performance Technologies business and the combination of that business with Gentherm Incorporated through a Reverse Morris Trust transaction.
Under the terms of the transaction, Modine shareholders received 0.44619 shares of Gentherm common stock for each share of Modine common stock held as of the close of business on September 28, 2026. Gentherm issued 23,735,961 shares of common stock to Modine shareholders, giving them approximately 43.62% of the combined company, while prior Gentherm shareholders own approximately 56.38%.
Modine received a cash distribution of $155,991,275 from SpinCo, which the company used to prepay outstanding borrowings under its credit agreement with JPMorgan Chase Bank, N.A. The transaction valued the Performance Technologies business at approximately $946.4 million based on Gentherm's closing price on September 30, 2026.
"Completing this transaction marks an important milestone in our evolution to a diversified thermal management company serving high-growth markets," said Neil D. Brinker, President and Chief Executive Officer of Modine, in a statement. "With a portfolio focused on data center cooling, commercial HVAC and refrigeration, we can devote our resources and 80/20 discipline to the markets where our thermal management expertise can make the greatest difference for customers and create long-term value for shareholders."
Modine plans to call a special meeting of shareholders during the next three months to vote on changing its corporate name to Modexus Solutions. If approved, the common stock is expected to continue trading on the New York Stock Exchange under the ticker symbol MOD.
Paul A. Mascarenas joined the Gentherm board of directors as the designee chosen by Modine. Jeremy M. Patten ceased serving as President, Performance Technologies of Modine in connection with his transition to Gentherm.