Modine Completes $946M Performance Technologies Spin-Off and Gentherm Merger
MOD sits 70% above its 52-week low of $111.18.
Summary
Modine completed the spin-off and merger of its Performance Technologies business with Gentherm in a Reverse Morris Trust transaction valued at approximately $946.4 million. Modine received $155.99 million in cash to repay debt, and shareholders received 0.44619 Gentherm shares per Modine share. The separation was tax-free and effected through Platinum SpinCo Inc. Modine shares fell 3.81% to $182.00 in premarket trading after completion. Unaudited pro forma financials show net sales of $596.3 million for Q1 fiscal 2027 and $2,055.4 million for fiscal 2026, with pro forma EPS of $1.09 and $1.00 respectively.
Updated with an SEC 8-K/A filing · What changed
Updates
· SEC 8-K/A — Modine filed unaudited pro forma financials showing pro forma net sales of $596.3M for Q1 fiscal 2027 and $2,055.4M for fiscal 2026, with pro forma EPS of $1.09 and $1.00 respectively.
· Benzinga — Modine shares fell 3.81% to $182.00 in premarket trading Friday after completing the spin-off.
- The separation of Performance Technologies was a tax-free separation.
- The Performance Technologies business was separated via Platinum SpinCo Inc.
Key Events · M&A and Partnerships · MOD
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New · · SEC 8-K/A
Pro Forma Financials Filed
Modine filed unaudited pro forma financials showing pro forma net sales of $596.3 million for Q1 fiscal 2027 and $2,055.4 million for fiscal 2026, with pro forma EPS of $1.09 and $1.00 respectively.
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New · · Benzinga
Modine Shares Fall in Premarket Trading
Modine shares fell 3.81% to $182.00 in premarket trading Friday after completing the spin-off.
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Updated · · Benzinga
Spin-Off and Merger Completed
Modine completed the Reverse Morris Trust transaction, spinning off Performance Technologies and merging it with Gentherm. The deal valued the divested segment at approximately $946.4 million based on Gentherm's September 30, 2026 closing price. The separation was tax-free and effected through Platinum SpinCo Inc.
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Final Exchange Ratio and Ownership Split
Modine shareholders received 0.44619 Gentherm shares per Modine share held as of the September 28, 2026 record date. Gentherm issued 23,735,961 shares, giving Modine shareholders 43.62% and Gentherm shareholders 56.38% of the combined company.
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Cash Distribution and Debt Repayment
Modine received a $155,991,275 cash distribution from SpinCo, reduced from the original $210 million due to the exchange ratio adjustment. Proceeds were used to prepay outstanding borrowings under the Sixth Amended and Restated Credit Agreement.
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Gentherm Special Dividend
Following the exchange ratio adjustment, Gentherm's board declared a special dividend of $2.07 per share, payable October 7, 2026 to shareholders of record as of September 28, 2026.
Analysis · MOD · Manufacturing
Modine finalized its Reverse Morris Trust transaction, spinning off its Performance Technologies business and merging it with Gentherm. The deal values the divested segment at approximately $946.4 million, with Modine shareholders receiving 0.44619 Gentherm shares per Modine share held. Modine received a $155.99 million cash distribution used to repay debt, while Gentherm declared a $2.07 per share special dividend. Post-closing, Modine shareholders own 43.62% of the combined company. The separation was tax-free and effected through Platinum SpinCo Inc. Modine shares fell 3.81% to $182.00 in premarket trading after completion. Unaudited pro forma financials show net sales of $596.3 million for Q1 fiscal 2027 and $2,055.4 million for fiscal 2026, with pro forma EPS of $1.09 and $1.00 respectively. This completes a multi-month strategic transformation that leaves Modine focused on data center cooling, commercial HVAC, and refrigeration — the high-growth segments that drove its 28% Q1 revenue surge.
How filings like this one have moved
In the 30 days to Oct 7, 2026, 36.1% of the 1056 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.59%. These are measured outcomes after filings of this importance, not a forecast for this one.
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At the time of this filing, MOD was trading at $189.15 on NYSE in the Manufacturing sector, with a market capitalization of approximately $10B. The 52-week trading range was $111.18 to $323.25. This filing was assessed with positive market sentiment and an importance score of 8 out of 10.