Modine amends credit agreement May 2026

Modine Manufacturing amended its main credit agreement at the end of April to make room for the financing mechanics of its planned separation of the Performance Technologies business, according to a May 5 filing with the U.S. Securities and Exchange Commission. The change does not announce a new strategic plan. It changes the debt documents so the previously announced transaction can proceed within the company’s existing lending framework. The amendment was signed on April 30 by Modine, Airedale International Air Conditioning Limited, the lenders under the facility and JPMorgan Chase Bank, N.A., as administrative agent. The filing says the changes were tied to the “PT Transaction,” Modine’s shorthand for the separation, disposition and spin-off of Performance Technologies. ### Why did Modine need to change its loan documents? The April 30 amendment modifies Modine’s Sixth Amended and Restated Credit Agreement, originally dated July 10, 2025, to permit the separation and spin-off of Performance Technologies and the related transactions contemplated by the January 29 merger agreement, the SEC filing says. Credit agreements often limit asset transfers, subsidiary debt and restricted payments unless lenders consent or the documents are revised. The May 5 8-K says the amendment also provides for an escrow subsidiary to incur debt before the separation closes. The proceeds are earmarked to prepay existing loans once the Performance Technologies transaction is completed, according to the filing. ### What transaction is this financing change tied to? Modine and Gentherm said on January 29, 2026 that Modine’s Performance Technologies business would be spun off and simultaneously combined with Gentherm in a Reverse Morris Trust transaction valued at about $1.0 billion. Under that announcement, Modine shareholders are expected to own about 40% of the combined company and Gentherm shareholders about 60%. The January 29 announcement also said the separation would move the business into a new SpinCo before the distribution to Modine shareholders and the merger with a Gentherm subsidiary. That earlier structure helps explain why the April 30 credit amendment refers to an escrow subsidiary and transaction-specific debt capacity. (investors.modine.com) ### What does the escrow-debt provision actually do? The May 5 filing says the amendment allows a newly formed escrow subsidiary to borrow money in advance of closing. That debt would not remain trapped at the escrow entity indefinitely. The filing says the proceeds would be used to prepay existing loans connected to the separation transaction once the deal closes. (investors.modine.com) JPMorgan Chase Bank is named in the filing as administrative agent under the amended facility. Airedale International Air Conditioning Limited, which is already a borrower under the credit agreement, signed the amendment alongside Modine. ### Does this replace Modine’s broader credit facility? Modine’s amendment appears to build on, rather than replace, the company’s existing syndicated facility. (sec.gov) In December 2025, Modine amended the same credit agreement to increase aggregate revolving commitments by $150 million to $550 million, according to an earlier 8-K summary. The April 30 amendment is narrower in purpose. The SEC filing describes it as a change to permit the Performance Technologies separation and related financing steps, not as a fresh refinancing of the whole company. ### What should investors watch next? Modine’s investor relations site says the company will release fiscal 2026 fourth-quarter results after the market closes on May 26, 2026, and hold a conference call on May 27 at 10:00 a.m. (stocktitan.net) Eastern Time. The company said President and Chief Executive Officer Neil D. Brinker and Chief Financial Officer Michael B. Lucareli are scheduled to review results for the period ended March 31, 2026. (sec.gov) The next formal milestone for the spin-off remains the completion steps laid out in the January 29 transaction announcement and related SEC filings involving Modine, Gentherm and the planned SpinCo. Modine’s May 26 earnings release and May 27 call are the company’s next scheduled public events. (investors.modine.com 1) (investors.modine.com 2)