Modine Manufacturing Reports Material Definitive Agreement

Ticker: MOD · Form: 8-K · Filed: Feb 26, 2024 · CIK: 67347

Sentiment: neutral

Topics: material-agreement, regulation-fd

TL;DR

**Modine Manufacturing just dropped an 8-K about a new material agreement, keep an eye out for details!**

AI Summary

Modine Manufacturing Company filed an 8-K on February 26, 2024, reporting an event that occurred on February 23, 2024. The filing indicates an entry into a material definitive agreement, Regulation FD disclosure, and other events. The company, based in Racine, Wisconsin, operates under the SIC code 3714 for Motor Vehicle Parts & Accessories.

Why It Matters

This filing signals a potentially significant business development for Modine Manufacturing, which could impact its operations, financial standing, or strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions a 'material definitive agreement' without details, which could introduce new risks or opportunities depending on its nature.

Key Players & Entities

FAQ

What was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on February 23, 2024.

What is the primary business of Modine Manufacturing Company according to its SIC code?

Modine Manufacturing Company's primary business, based on its SIC code 3714, is Motor Vehicle Parts & Accessories.

Where are Modine Manufacturing Company's principal executive offices located?

Modine Manufacturing Company's principal executive offices are located at 1500 DeKoven Avenue, Racine, Wisconsin 53403.

What type of agreement did Modine Manufacturing Company enter into?

Modine Manufacturing Company entered into a Material Definitive Agreement, as indicated in Item 1.01 of the 8-K filing.

What is the Commission File Number for Modine Manufacturing Company?

The Commission File Number for Modine Manufacturing Company is 1-1373.

Filing Stats: 1,704 words · 7 min read · ~6 pages · Grade level 16 · Accepted 2024-02-26 08:50:28

Key Financial Figures

Filing Documents

01

Item 1.01. Entry into a Material Definitive Agreement. On February 23, 2024, Modine Manufacturing (Canada) Ltd. (the "Purchaser"), a wholly-owned subsidiary of Modine Manufacturing Company ("Modine"), entered into a Share Purchase Agreement (the "SPA"), by and among the Purchaser, Olympic International Agencies Ltd. (the "Seller Parent"), and Modine, pursuant to which the Purchaser agreed to purchase (the "Transaction") from the Seller Parent of all the issued and outstanding shares in the capital of Scott Springfield MFG Inc. (the "Corporation"). Following the closing of the Transaction, the Corporation will exist as a wholly-owned subsidiary of Purchaser. On the terms and subject to the conditions set forth in the SPA, the aggregate purchase price to be paid by the Company to the Seller Parent will be $257.0 million (CDN), or approximately $191 million (US), on a cash-free, debt-free basis. A portion of the consideration will be held in escrow pending certain post-closing working capital adjustments and to satisfy any indemnification obligations on the part of the Seller Parent under the terms of the SPA. Modine expects to fund the purchase price with a combination of cash on hand and from its existing credit facility; as such, the closing of the Transaction is not conditioned on the receipt of financing by the Purchaser or Modine. The SPA contains customary representations and warranties from the Seller Parent relating to itself and the Corporation, and from the Purchaser and Modine. In addition, the Purchaser has agreed to customary covenants, and Seller Parent has agreed to certain covenants relating to itself and the Corporation, including, among others, covenants related to exclusive dealing with the Purchaser during the interim period between the signing of the SPA and the closing of the Transaction (the "Interim Period"), and covenants relating to the conduct of business of the Corporation during the Interim Period. The SPA also contains customary clo

01

Item 7.01. Regulation FD Disclosure. Modine is furnishing herewith as Exhibit 99.1 the investor presentation dated February 26, 2024 containing additional information relating to the Transaction described under Item 1.01 of this Current Report on Form 8-K. 2

01

Item 8.01. Other Events. On February 26, 2024, Modine issued a press release announcing its entry into the Purchase Agreement. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit No . 2.1* Share Purchase Agreement made as of February 23, 2024 between Modine Manufacturing (Canada), Ltd., Olympic International Agencies Ltd. and Modine Manufacturing Company 99.1 Investor Presentation dated February 26, 2024 99.2 Press Release issued February 26, 2024 104 Cover Page Interactive Data File (formatted as Inline XBRL) *Modine agrees to furnish supplementally to the Commission, upon request, copies of any schedules omitted from the Purchase Agreement. 3

Forward-Looking Statements

Forward-Looking Statements This report contains statements, including information about future financial performance and market conditions, accompanied by phrases such as "believes," "estimates," "expects," "plans," "anticipates," "intends," "projects," and other similar "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not limited to those described under "Risk Factors" in Item 1A of Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2023 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2023, September 30, 2023 and December 31, 2023. Other risks and uncertainties include, but are not limited to, the following: Modine's ability to complete the Transaction in a reasonable manner and timeframe, to integrate the business successfully into the Purchaser and Modine thereafter and to harness the anticipated synergies associated with the Transaction, the impact of potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, energy costs, supply chain challenges or supplier constraints, tariffs, sanctions and other trade issues or cross-border trade restrictions; the impact of other economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations, increases in interest rates or tightening of the credit markets, recession or recovery therefrom, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties, including the impact on demand for Modine's products and the ma

Signatures

Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized. Modine Manufacturing Company By: /s/ Michael B. Lucareli Michael B. Lucareli Executive Vice President, Chief Financial Officer Date: February 26, 2024 5

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