Software Developer - Analytics

Modine sets October 1 date for Performance Technologies spinoff and Gentherm merger. Modine Manufacturing ($MOD) has set September 28 as the record date for the spinoff of its Performance Technologies business, with the distribution and immediate merger into Gentherm ($THRM) expected to close October 1. The transaction is structured as a Reverse Morris Trust. Modine shareholders will keep their MOD shares and receive shares of Gentherm, rather than ending up with shares of a separately traded Performance Technologies company. How the Modine spinoff will work. Modine will first distribute one share of Platinum SpinCo, which holds Performance Technologies, for each MOD share held as of the September 28 record date. Immediately afterward, SpinCo will merge into a Gentherm subsidiary and each SpinCo share will convert into the right to receive THRM shares. The final exchange ratio has not yet been determined. Modine and Gentherm said it will be calculated at closing and announced on or shortly after October 1. Based on current estimates, former SpinCo holders are expected to own about 43.6% of the combined Gentherm, while existing Gentherm shareholders will own about 56.4%. That is higher than the roughly 40% stake originally contemplated for Modine shareholders when the transaction was announced. Why the ownership percentage changed. The merger agreement includes an adjustment mechanism designed to preserve the intended tax treatment of the Reverse Morris Trust while maintaining the negotiated economics between the two shareholder groups. Because overlapping ownership of Modine and Gentherm has changed, the companies now expect Gentherm to issue approximately 2.9 million additional shares in the merger. To offset that additional equity, the cash distribution Performance Technologies is expected to pay Modine before the merger has been reduced from $210 million to approximately $159 million. Gentherm also expects to pay its existing shareholders a special cash dividend of approximately $1.90 per share, or about $58.4 million in total. Modine shareholders receiving THRM shares through the merger will not receive that dividend on the newly issued shares. The September 28 record date has an important wrinkle. Investors should not treat September 28 like an ordinary dividend record date. The New York Stock Exchange has advised Modine that MOD shares are expected to trade with due bills from September 28 through the anticipated October 1 closing. In practical terms, the right to receive the Gentherm shares stays attached to the MOD shares during that period. An investor who owns MOD at the September 28 record date but sells the shares before the transaction closes is expected to transfer the right to the Gentherm distribution to the buyer. MOD is expected to begin trading without the Gentherm entitlement on October 2. The NYSE is also expected to adjust Modine's share price on that date to reflect the value of the THRM shares being distributed. What remains after Performance Technologies leaves Modine. After the transaction, Modine will be concentrated around its Climate Solutions operations, including data-center cooling, commercial HVAC and refrigeration. The company has also announced plans to change its name to Modexus Solutions, subject to shareholder approval, while retaining the MOD ticker. Performance Technologies, meanwhile, will become part of Gentherm rather than operating as an independent public company. Gentherm will continue trading on Nasdaq under THRM. The October 1 closing remains subject to several conditions, including completion of the SpinCo financing and Nasdaq approval of the new Gentherm shares. Gentherm shareholders have already approved the share issuance, and Modine has received a favorable IRS private-letter ruling covering aspects of the transaction's intended federal tax treatment. The most important remaining number for MOD shareholders is the final exchange ratio. Until that is announced at closing, shareholders know the expected ownership split of the enlarged Gentherm, but not yet the exact number of THRM shares they will receive for each MOD share. Disclosure: The author holds no position in any stock mentioned