Modine Completes $946 Million Spin-Off Of Performance Technologies, Pockets $156 Million To Repay Debt
The Wisconsin manufacturer closed its Reverse Morris Trust deal with Gentherm on Thursday, reshaping itself into a data center cooling and commercial HVAC company.
Modine Manufacturing closed the spin-off and merger of its Performance Technologies business with Gentherm on Thursday, completing a Reverse Morris Trust transaction valued at roughly $946.4 million based on Gentherm's September 30, 2026 closing price. The deal strips Modine down to its data center cooling and commercial HVAC operations and hands shareholders a stake in a larger Gentherm.
What The Filing Says
The transaction, disclosed in an 8-K filed Thursday with the SEC, followed a sequence of steps required by the Reverse Morris Trust structure — a deal type designed to let a company divest a business to a third party in a way intended to be tax-free to shareholders.
First, Modine transferred its Performance Technologies assets and liabilities into a newly created subsidiary, Platinum SpinCo Inc. SpinCo then paid Modine a cash distribution of approximately $156 million — specifically $155,991,275 — which the company used to repay outstanding borrowings under its credit agreement with JPMorgan Chase Bank as administrative agent. The filing notes that the cash distribution reflects a reduction from the $210 million amount originally set out in the transaction agreements, the result of an exchange ratio adjustment made to preserve the tax-free treatment of the deal for U.S. federal income tax purposes.
Following the separation, Modine distributed one SpinCo share for each Modine share held as of the September 28, 2026 record date. Immediately after that distribution, a Gentherm merger subsidiary merged into SpinCo, with SpinCo surviving as a wholly owned Gentherm subsidiary now operating under the name Modine Global, Incorporated.
Upon closing, Gentherm issued 23,735,961 shares of its common stock to Modine's record-date shareholders. Each Modine shareholder received 0.44619 Gentherm shares per Modine share held, plus cash in lieu of any fractional share. Those former Modine shareholders now own about 43.62% of the combined Gentherm company; existing Gentherm shareholders hold the remaining 56.38%.
What Changes For The Remaining Company
The Modine that remains after Thursday's closing is a narrower business focused on data center cooling and commercial heating, ventilation, air conditioning, and refrigeration — the segments not transferred to SpinCo.
The "Modine" trademark, brand, domains, and social media accounts went with the Performance Technologies business to Gentherm, which will continue operating under the Modine name. The remaining company negotiated a transitional license back: it can use the Modine trademark in its commercial HVAC and refrigeration business on an exclusive basis for the first four years, after which the license becomes non-exclusive. For its heat transfer business, the license is non-exclusive from the start and runs two years.
To mark the separation cleanly, the remaining company plans to rename itself Modexus Solutions, subject to a shareholder vote. The company intends to call a special shareholder meeting within the next three months to approve an amendment to its articles of incorporation.
The two companies also signed a Transition Services Agreement under which each will provide the other with services — including HR, legal, supply chain, finance, and IT — for periods ranging from one month up to twelve months, with either party able to terminate any individual service on 45 days' notice or extend it by up to six months.
A separate post-closing cash adjustment between SpinCo and Modine, based on estimated net working capital, cash, and indebtedness at the cut-off time, remains subject to final reconciliation under the separation agreement.
What To Watch
Gentherm is scheduled to pay a special dividend of $2.07 per share on October 7, 2026, to shareholders of record as of September 28, 2026 — the same record date used for the SpinCo distribution.
For Modine shareholders, the next formal milestone is the special meeting the company plans to hold within three months to vote on the Modexus Solutions name change. MOD shares were flat at $189.21 in Thursday after-hours trading, according to market data.
The separation and merger agreements were signed on January 29, 2026; the deal closed exactly nine months later, on October 1, 2026, leaving two distinct companies — one named Gentherm carrying the Modine brand, and one still-to-be-renamed manufacturer preparing to become Modexus Solutions.
