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UNITED STATES
SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 1, 2026
MODINE MANUFACTURING COMPANY
(Exact Name of Registrant as Specified in Its
Charter)
| Wisconsin |
|
001-01373 |
|
39-0482000 |
(State or Other Jurisdiction of
Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification
No.) |
| |
|
|
| 1500 DeKoven Avenue, Racine, Wisconsin |
|
53403 |
| (Address
of Principal Executive Offices) |
|
(Zip
Code) |
(262) 636-1200
(Registrant’s Telephone Number, Including
Area Code)
N/A
(Former Name or Former Address, If Changed
Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange
Act:
| Title of Each Class |
|
Trading Symbol |
|
Name of Each Exchange on Which
Registered |
| Common stock, par value $0.625 |
|
MOD |
|
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ¨
Introductory Note.
On October 1, 2026 (the “Closing Date”),
Modine Manufacturing Company, a Wisconsin corporation (the “Company” or “Modine”), and Gentherm Incorporated,
a Michigan corporation (“Gentherm”) consummated the previously announced spin-off of the Company’s Performance Technologies
business (the “Performance Technologies Business”) and the combination of the Performance Technologies Business with Gentherm
in a Reverse Morris Trust transaction (the “Closing”).
Pursuant to (i) the Separation Agreement,
dated as of January 29, 2026 (the “Separation Agreement”), by and among the Company, Gentherm and Platinum SpinCo Inc.,
a Delaware corporation and, prior to the Distribution (as defined below), a wholly owned subsidiary of the Company (“SpinCo”),
and (ii) the Agreement and Plan of Merger, dated as of January 29, 2026 (the “Merger Agreement” and, together with
the Separation Agreement, the “Transaction Agreements”), by and among the Company, SpinCo, Gentherm and Platinum Gold Merger
Sub Inc., a Delaware corporation and a wholly owned subsidiary of Gentherm (“Merger Sub”):
| · | the Company transferred, and caused certain of its subsidiaries to transfer, to SpinCo and the other members
of the SpinCo group, and SpinCo and such members accepted and assumed, the assets and liabilities of the Performance Technologies Business,
such that the Performance Technologies Business was separated from the remainder of the Company’s businesses (the “Separation”); |
| · | immediately prior to the Distribution (as defined below), SpinCo paid to the Company a cash distribution
in the amount of $155,991,275 (the “Cash Distribution”), which amount reflects a reduction from the $210,000,000 amount provided
in the Transaction Agreements as a result of the exchange ratio adjustment described below; |
| · | in addition to, and separate from, the Cash Distribution, the Separation Agreement provided for a cash
payment between SpinCo and the Company based on SpinCo's estimated net working capital, cash, indebtedness and certain expense reimbursements
as of the cut-off time specified in the Separation Agreement, which cash payment remains subject to post-closing adjustment in accordance
with the Separation Agreement; |
| · | following the Separation, the Company distributed, on a pro rata basis (the “Distribution”),
one share of SpinCo common stock, par value $0.001 per share (“SpinCo Common Stock”), for each share of Company common stock,
par value $0.625 per share (“Company Common Stock”), held by the Company’s shareholders as of the close of business
on September 28, 2026 (the “Record Date” and, such holders, the “Record Date Shareholders”); and |
| · | immediately following the Distribution, Merger Sub merged with and into SpinCo, with SpinCo surviving
the merger as a wholly owned subsidiary of Gentherm under the name “Modine Global, Incorporated” (the “Merger”
and, together with the Separation, the Cash Distribution and the Distribution, the “Transactions”), and each share of SpinCo
Common Stock issued and outstanding immediately prior to the effective time of the Merger (other than shares held by SpinCo as treasury
stock or by Gentherm or Merger Sub, which were canceled) was converted into the right to receive 0.44619 shares of common stock, without
par value, of Gentherm (“Gentherm Common Stock”), together with cash in lieu of any fractional share of Gentherm Common Stock. |
Accordingly, each Record Date Shareholder became
entitled to receive 0.44619 shares of Gentherm Common Stock for each share of Company Common Stock held as of the close of business on
the Record Date, with cash in lieu of any fractional share. Upon completion of the Merger, Gentherm issued an aggregate of 23,735,961
shares of Gentherm Common Stock to the Record Date Shareholders. As previously disclosed, the exchange ratio was increased pursuant to
the adjustment mechanism in the Merger Agreement intended to preserve the tax-free treatment of certain aspects of the Transactions for
U.S. federal income tax purposes. As a result of the Merger, Merger Sub ceased to exist as a separate legal entity and SpinCo became a
wholly owned subsidiary of Gentherm. Immediately following the Closing, Record Date Shareholders (in their capacity as former holders
of SpinCo Common Stock) owned approximately 43.62% and Gentherm shareholders immediately prior to the Closing owned approximately 56.38%
of the combined company, in each case without taking into account any overlapping shareholder ownership.
| Item 1.01. | Entry into a Material Definitive Agreement. |
On the Closing Date, in connection with the consummation
of the Transactions and in accordance with the Transaction Agreements, the Company, Gentherm and SpinCo (or, as indicated below, the applicable
parties) entered into the following additional agreements (the “Ancillary Agreements”):
Tax Matters Agreement
The Company, Gentherm and SpinCo entered into a Tax Matters Agreement
(the “Tax Matters Agreement”), which governs the parties’ respective rights, responsibilities and obligations with respect
to taxes of the Company, SpinCo and their respective subsidiaries (including taxes arising in the ordinary course of business and taxes,
if any, incurred as a result of any failure of the Separation, the Distribution or related transactions to qualify for their intended
tax treatment), tax benefits and attributes, the preparation and filing of tax returns, the control of tax audits and other tax proceedings,
and cooperation in respect of tax matters. The Tax Matters Agreement also imposes restrictions on the parties with respect to actions
that could cause the Separation and the Distribution to fail to qualify for their intended tax treatment and allocates responsibility
among the parties for taxes that may arise if the Transactions fail to qualify for their intended tax treatment.
Employee Matters Agreement
The Company, Gentherm and SpinCo entered into
an Employee Matters Agreement (the “Employee Matters Agreement”), with respect to the transfer of the employment of certain
employees of the Company and the Performance Technologies Business and other employee-related matters, including allocation among the
parties of assets, liabilities and responsibilities related to employee benefit plan and compensation arrangements and with respect to
terms of employment, benefit plan transition and coverage and other compensation and labor matters, as well as responsibility for employee
and benefit plan liabilities for certain current and former employees of the Company and the Performance Technologies Business.
Transition Services Agreement
The Company and SpinCo entered into a Transition
Services Agreement (the “Transition Services Agreement”), pursuant to which the Company and SpinCo will provide to each other
certain services on a transitional basis to facilitate the transition of the Performance Technologies Business to Gentherm and the operation
of the Company’s remaining businesses following the Separation. Modine will provide to SpinCo various services (which may include
HR, legal, supply chain, administrative, finance and accounting and IT) for durations anticipated to range from one to three months up
to 12 months. SpinCo will provide to Modine certain IT-related services for durations anticipated to range up to 12 months. The service
recipient may terminate any service early on 45 days’ notice and may also extend any service for up to six months in accordance
with the terms of the Transition Services Agreement.
Intellectual Property Matters Agreement
The Company, Gentherm and SpinCo entered into an Intellectual Property
Matters Agreement (the “Intellectual Property Matters Agreement”) pursuant to which Modine and SpinCo will license to each
other certain intellectual property used in their respective businesses. Pursuant to the Intellectual Property Matters Agreement, Modine
and SpinCo each granted the other a worldwide, fully paid-up, royalty-free, irrevocable, non-exclusive license under the intellectual
property (other than trademarks, Internet domain names and social media accounts) owned by the licensor and used in the operation
of the licensee’s business to use, make, have made, sell and otherwise exploit the licensee’s products or services in the
licensee’s field of business and the improvements, enhancements and natural evolutions and extensions thereof (but excluding the
field of the licensor’s business as of the Separation). The licenses are granted without representations or warranties. The term
of the Intellectual Property Matters Agreement continues with respect to each licensed intellectual property right for so long as the
intellectual property right remains in force.
Trademark Matters Agreement
The Company and SpinCo entered into a Trademark
Matters Agreement (the “Trademark Matters Agreement”). In the Separation, the “Modine” trademark was transferred
to SpinCo as part of the Performance Technologies Business. Under the Trademark Matters Agreement, SpinCo granted the Company a royalty-free
license to use the “Modine” trademark to advertise, market, distribute and sell certain products and services for Modine’s
commercial, industrial, and building heating, ventilation, air conditioning, and refrigeration (“HVAC&R”) and heat transfer
products businesses. The license is exclusive for the first four years, then becomes non-exclusive, in the field of Modine’s HVAC&R
business. The license is non-exclusive with respect to Modine’s heat transfer business. In addition, SpinCo granted Modine a royalty-free,
non-exclusive transitional license to use the “Modine” trademark as otherwise used in Modine’s business as of the Separation:
(a) for up to two years after the Distribution, with three months thereafter to sell off inventory manufactured or labeled with the
trademarks; and (b) for up to two years after the Distribution to exhaust existing stock of signs, advertising, promotional and other
materials bearing the “Modine” trademark. The initial term of the license is four years for the HVAC&R business, renewing
thereafter for successive two-year periods unless Modine notifies SpinCo of non-renewal, provided that Modine is not in material breach
of the agreement. The term of the license is two years for the heat transfer business. As the Company previously announced, the Company
intends to change its name to Modexus Solutions, subject to shareholder approval of an amendment to the Company’s Articles of Incorporation.
The foregoing descriptions of the Ancillary Agreements
do not purport to be complete and are qualified in their entirety by reference to the full text of the Tax Matters Agreement, the Employee
Matters Agreement, the Transition Services Agreement, the Intellectual Property Matters Agreement and the Trademark Matters Agreement,
copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4 and 10.5, respectively, to this Current Report on Form 8-K and are incorporated
herein by reference. The descriptions of the Separation Agreement and the Merger Agreement set forth under Item 1.01 of the Company’s
Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2026 are
incorporated herein by reference.
| Item 2.01. | Completion of Acquisition or Disposition of Assets. |
The information set forth in the Introductory
Note to this Current Report on Form 8-K is incorporated by reference into this Item 2.01.
On the Closing Date, the Company completed the
disposition of the Performance Technologies Business, which constituted the Company’s Performance Technologies reportable segment,
through the Separation, the Distribution and the Merger. In the Transactions, the Company received the Cash Distribution and the Record
Date Shareholders received shares of Gentherm Common Stock as described in the Introductory Note. The term loan incurred by SpinCo to
fund the Cash Distribution is an obligation of SpinCo and, following the Merger, Gentherm and its subsidiaries, and not of the Company.
Effective as of the Effective Time, Paul A. Mascarenas,
the director designated by Modine pursuant to the Merger Agreement, was appointed to the Gentherm board of directors. Modine waived its
right to designate a second director.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers. |
In connection with the completion of the Transactions,
and effective as of the Effective Time, Jeremy M. Patten ceased to serve as President, Performance Technologies of the Company in connection
with his transition to Gentherm.
| Item 7.01. | Regulation FD Disclosure. |
On October 1, 2026, the Company issued a
press release announcing the completion of the Transactions, and the final exchange ratio, which, because the Distribution was made on
a one-for-one basis, is also the number of shares of Gentherm Common Stock issuable in respect of each share of Company Common Stock held
as of the Record Date. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1,
shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
On the Closing Date, in connection with the completion
of the Transactions, the Company received the Cash Distribution from SpinCo. The Company used the net proceeds of the Cash Distribution
to prepay outstanding borrowings under the Company’s Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025,
with JPMorgan Chase Bank, N.A., as administrative agent, and the lenders party thereto.
| Item 9.01. | Financial Statements and Exhibits. |
(b) Pro forma financial information.
The unaudited pro forma condensed consolidated
financial information of the Company giving effect to the Transactions required by Item 9.01(b) of Form 8-K is not included
in this Current Report on Form 8-K and will be filed by amendment to this Current Report on Form 8-K not later than four business
days after the Closing Date.
(d) Exhibits.
| Exhibit No. |
Description |
| 2.1 |
Separation Agreement, dated as of January 29, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc. (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by Modine Manufacturing Company on January 29, 2026).* |
| 2.2 |
Agreement and Plan of Merger, dated as of January 29, 2026, by and among Modine Manufacturing Company, Platinum SpinCo Inc., Gentherm Incorporated and Platinum Gold Merger Sub Inc. (incorporated herein by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Modine Manufacturing Company on January 29, 2026).* |
| 10.1 |
Tax Matters Agreement, dated as of October 1, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc.* |
| 10.2 |
Employee Matters Agreement, dated as of October 1, 2026, by and among Modine Manufacturing Company, Gentherm Incorporated and Platinum SpinCo Inc.* |
| 10.3 |
Transition Services Agreement, dated as of October 1, 2026, by and among Modine Manufacturing Company and Platinum SpinCo Inc.* |
| 10.4 |
Intellectual
Property Matters Agreement, dated as of October 1, 2026, by and among Modine Manufacturing Company, and Platinum SpinCo
Inc.* |
| 10.5 |
Trademark Matters Agreement, dated as of October 1, 2026, by and among Modine Manufacturing Company and Platinum SpinCo Inc.* |
| 99.1 |
Press Release, dated October 1, 2026 (furnished pursuant to Item 7.01). |
| 104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document). |
* Schedules, annexes and/or exhibits have been
omitted pursuant to Item 601(a)(5) and/or Item 601(b)(2) of Regulation S-K. The Company agrees to furnish supplementally a copy
of any omitted attachment to the SEC on a confidential basis upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| MODINE MANUFACTURING COMPANY |
|
| (Registrant) |
|
| |
|
|
| By: |
/s/ Erin J. Roth |
|
| |
Erin J. Roth |
|
| |
Vice President, General Counsel and Chief Compliance Officer |
|
Date: October 1, 2026
Exhibit 99.1
Modine Completes Spin-off and Combination of
its Performance Technologies Business with Gentherm
Announces Final Exchange Ratio and Cash Distribution
to Modine
RACINE, Wis., October 1, 2026 – Modine (NYSE: MOD) (“Modine”
or the “Company”) today announced the completion of the previously announced spin-off of its Performance Technologies business,
which was held by Platinum SpinCo Inc. (“SpinCo”), and subsequent combination of SpinCo with Gentherm (NASDAQ: THRM) (“Gentherm”)
through a Reverse Morris Trust transaction.
“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. “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.”
“We congratulate the Gentherm team on completing this transaction
and thank our Performance Technologies colleagues for their meaningful contributions to the organization,” Brinker added. “We
wish them continued success as part of Gentherm.”
As previously announced, Modine expects to call a special meeting of
shareholders during the next three months to vote on a proposed amendment to Modine’s articles of incorporation to change the Company’s
name to Modexus Solutions. If the amendment is approved, Modine’s common stock is expected to continue to trade on the New York
Stock Exchange (the “NYSE”) under its current ticker symbol, “MOD.” Details of the special meeting, including
the meeting date and record date, will be announced at a later date.
As part of the transaction, Gentherm acquired the Modine brand, domains,
and trademarks and will continue to go to market as Modine. Following shareholder approval of the proposed name change, Modine (NYSE:
MOD) intends to operate as Modexus Solutions and will continue using the Modine brand in certain businesses (the Heat Transfer Solutions
and HVAC Technologies businesses in its Commercial HVAC segment) under a license with Gentherm. The arrangement preserves customer continuity
after the separation and allows customers to continue to access Modine products, solutions, and resources through Modine-branded channels.
Transaction Details
The transaction was structured as a Reverse Morris Trust transaction
pursuant to which Modine’s Performance Technologies business was spun off as a separate subsidiary of Modine and then merged with
a wholly owned subsidiary of Gentherm. The transaction is intended to be tax-free to Modine and its shareholders for U.S. federal income
tax purposes, except that Modine shareholders will generally recognize gain or loss on any cash received in lieu of fractional shares
of Gentherm common stock.
In the transaction, Modine shareholders received 0.44619 shares of
Gentherm common stock for each share of Modine common stock they held as of the close of business on September 28, 2026, the record
date for the spin-off, with cash in lieu of any fractional shares of Gentherm common stock. As of the closing of the transaction, Modine’s
shareholders owned shares of Gentherm common stock representing approximately 43.62% of the outstanding shares of the combined company,
and Gentherm shareholders prior to the closing of the Transaction owned shares of Gentherm common stock representing approximately 56.38%
of the outstanding shares of the combined company, without taking into account any overlapping shareholder ownership. In addition to their
shares of Gentherm common stock, Modine shareholders continue to hold the same number of shares of Modine common stock they held prior
to the transaction.
Modine received a cash distribution from SpinCo of approximately
$156 million in the Transaction that was used to repay outstanding indebtedness. In addition, following adjustment to the
exchange ratio, the Gentherm Board of Directors declared a special dividend of $2.07 per share to be paid on October 7, 2026 to
Gentherm shareholders as of September 28, 2026, the record date for the special dividend, in accordance with the Merger
Agreement.
Based on the closing price of Gentherm common stock on September 30,
2026, the transaction valued the Performance Technologies business at approximately $946.4 million.
Pursuant to the terms of the merger agreement, Paul Mascarenas has
been appointed to the Gentherm Board of Directors effective upon the closing of the transaction.
Forward Looking Statements
This press release includes “forward-looking statements”
as that term is defined in Section 27A of the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
including statements regarding the expected benefits of the transaction for Modine, the intended use of the proceeds of the cash distribution
and the timing of the special meeting of shareholders to vote on the proposed name change. These forward-looking statements may be identified
by the words “believe,” “feel,” “project,” “expect,” “anticipate,” “appear,”
“estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,”
“predict,” “intend,” “suggest,” “strategy,” “plan,” “may,” “could,”
“should,” “will,” “would,” “will be,” “will continue,” “will likely
result,” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements.
All statements, other than historical facts are forward-looking statements.
These forward-looking statements are based on Modine’s current
expectations and are subject to risks and uncertainties surrounding future expectations generally. Actual results could differ materially
from those currently anticipated due to a number of risks and uncertainties, many of which are beyond Modine’s control. None of
Modine or its directors, executive officers, advisors or representatives make any representation or provide any assurance or guarantee
that the occurrence of the events expressed or implied in any forward-looking statements will actually occur, or if any of them do occur,
what impact they will have on the business, results of operations or financial condition of Modine. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated
or anticipated by such forward-looking statements, including developments that could have a material adverse effect on Modine’s
businesses and the ability to realize the benefits of the transaction. The inclusion of such statements should not be regarded as a representation
that such plans, estimates or expectations will be achieved. Important factors that could cause actual results to differ materially from
such plans, estimates or expectations include, among others: (1) unexpected costs, charges or expenses resulting from the transaction;
(2) failure to realize the anticipated benefits of the transaction on the expected timeframe or at all; (3) evolving legal,
regulatory and tax regimes; (4) changes in general economic and/or industry specific conditions or any volatility resulting from
the imposition of and changing policies, including those policies with respect to tariffs; (5) actions by third parties, including
government agencies; (6) the risk that the anticipated tax treatment of the transaction is not obtained; (7) the risk that Modine’s
shareholders do not approve the proposed name change, that the special meeting of shareholders or the implementation of the name change
is delayed or does not occur on the anticipated timeline; (8) the risk that the name change causes confusion among customers, suppliers,
employees or investors or adversely affects brand recognition; and (9) other risk factors detailed from time to time in Modine’s
reports filed with the SEC, including Modine’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports
on Form 8-K and other documents filed with the SEC, including documents that are filed with the SEC in connection with the transaction.
The foregoing list of important factors is not exclusive.
Any forward-looking statements speak only as of the date of this press
release. Modine does not undertake, and expressly disclaims, any obligation to update any forward-looking statements, whether as a result
of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance
on any of these forward-looking statements.
About Modine
For more than 100 years, Modine has solved the toughest thermal management
challenges for mission-critical applications. Our purpose of Engineering a Cleaner, Healthier World™ means we are always evolving
our portfolio of technologies to provide the latest heating, cooling, and ventilation solutions. Through the hard work of more than 10,000
employees worldwide, our businesses advance our purpose with systems that improve air quality, reduce energy and water consumption, lower
harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants. Modine is a global company headquartered
in Racine, Wisconsin (U.S.), with operations in North America, South America, Europe, and Asia. For more information about Modine, visit
www.modine.com.
Contacts
Investor Contact
Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com
Media Contacts
Adam Pollack / Sharon Stern
Joele Frank, Wilkinson Brimmer Katcher
(212) 355-4449
ModineMedia-JF@joelefrank.com
