Modine Manufacturing Company entered into a Tax Matters Agreement dated October 1, 2026 with Platinum SpinCo Inc. and Gentherm Incorporated, according to an exhibit filed with the SEC, laying out how tax liabilities will be allocated as part of a corporate separation and merger transaction.
Under the agreement, Modine, a Wisconsin corporation, is separating its SpinCo Business from its other operations and transferring related assets and liabilities to Platinum SpinCo Inc., a Delaware corporation that is currently a wholly owned subsidiary of Modine.
As part of the transaction, SpinCo will make a cash distribution, and Modine will then distribute all outstanding shares of SpinCo common stock to holders of Modine common stock on a pro rata basis.
For U.S. federal income tax purposes, the contribution and distribution are intended, taken together, to qualify as a reorganization under Sections 355(a) and 368(a)(1)(D) of the Internal Revenue Code. The distribution itself is intended to be tax-free under Section 355(a) to holders of Modine common stock and tax-free to Modine under Section 361(c).
Immediately following the distribution, a merger subsidiary of Gentherm Incorporated, identified in the agreement as the RMT Partner, will merge into SpinCo, with SpinCo surviving the merger. This merger is intended to qualify as a reorganization under Section 368(a) of the Code, under which no income, gain or loss would be recognized by Modine, SpinCo, the merger subsidiary, or holders of SpinCo common stock, apart from cash received in lieu of fractional shares.
The agreement sets out detailed provisions covering the allocation of tax liabilities between the parties, preparation and filing of tax returns, indemnification payments, handling of tax refunds and attributes, cooperation on tax records, procedures for tax contests, and dispute resolution mechanisms among Modine, SpinCo and Gentherm.
$MODModine Manufacturing CompanyPrice$189 ▲1.07%Mentions · 30d4Samplen=4Avg volume96,267View on the dashboardFinazon · prior-day close, indicative (IEX-derived, not the official close) · Oct 1, 2026
$THRMGentherm IncorporatedPrice$33.67 ▲1.16%Mentions · 30d1Samplen=1Avg volume59,378View on the dashboardFinazon · prior-day close, indicative (IEX-derived, not the official close) · Oct 1, 2026