Modine Manufacturing sets September 28 record date for Performance Technologies spin-off, October 1 distribution targeted
The record date is set. Modine Manufacturing Company (NYSE: MOD) and Gentherm (NASDAQ: THRM) confirmed September 28, 2026 as the record date for the Platinum SpinCo Inc. share distribution, with the distribution itself expected October 1 and the Reverse Morris Trust merger expected to close the same day. Modine shareholders of record on that date receive one SpinCo share per Modine share held, with those SpinCo shares converting automatically into Gentherm common stock at the exchange ratio. Following the close, Modine shareholders will continue to hold their same number of MOD shares alongside whatever Gentherm common stock they receive; no action is required other than being on the register as of September 28. Fractional Gentherm shares will not be issued: fractional entitlements are instead aggregated, sold in the open market, and the net proceeds distributed pro rata.
Key takeaways
- Modine Manufacturing and Gentherm confirmed September 28, 2026 as the record date for the Platinum SpinCo Inc. share distribution, with distribution and the Reverse Morris Trust merger both expected to close October 1.
- Modine shareholders of record receive one SpinCo share per Modine share, which converts automatically into Gentherm common stock at the exchange ratio, while retaining their existing MOD shares.
- Reduced overlapping ownership pushed the exchange ratio upward, leading Gentherm to estimate it will issue approximately 2,902,466 additional common shares.
- Gentherm declared a special cash dividend estimated at $58,350,533 (about $1.90 per share) payable October 7 to holders of record as of September 28, while the SpinCo cash distribution to Modine is being cut from $210 million to $159 million.
- After closing, pre-closing Gentherm shareholders are expected to own about 56.4% of the combined company and former SpinCo holders about 43.6%, excluding overlapping ownership.
The record date is set. Modine Manufacturing Company (NYSE: MOD) and Gentherm (NASDAQ: THRM) confirmed September 28, 2026 as the record date for the Platinum SpinCo Inc. share distribution, with the distribution itself expected October 1 and the Reverse Morris Trust merger expected to close the same day. Modine shareholders of record on that date receive one SpinCo share per Modine share held, with those SpinCo shares converting automatically into Gentherm common stock at the exchange ratio. Following the close, Modine shareholders will continue to hold their same number of MOD shares alongside whatever Gentherm common stock they receive; no action is required other than being on the register as of September 28. Fractional Gentherm shares will not be issued: fractional entitlements are instead aggregated, sold in the open market, and the net proceeds distributed pro rata.
Exchange ratio mechanics and the dividend
Trading in both companies' shares since the merger agreement was signed has reduced overlapping ownership between Modine and Gentherm shareholders. Under the merger agreement's tax-preservation mechanism, that reduction pushes the exchange ratio upward. Gentherm estimates it will issue approximately 2,902,466 additional shares of its common stock as a result.
Two offsetting moves accompany that adjustment. The cash distribution that Platinum SpinCo Inc. was to pay Modine ahead of the merger is being cut from $210 million to $159 million. Gentherm has declared a special cash dividend estimated at $58,350,533 in aggregate, or approximately $1.90 per share, payable October 7 to Gentherm shareholders of record as of September 28. Both the dividend and the cash distribution reduction are conditioned on the merger closing. After the close, Gentherm shareholders immediately prior to closing are expected to own approximately 56.4% of the combined company, with former SpinCo holders owning approximately 43.6%, excluding overlapping ownership.
What to watch
A short checklist of conditions remains. Consummation of SpinCo financing, continued validity of the IRS Private Letter Ruling Modine already holds, a solvency opinion for Modine, and Nasdaq listing approval for the Gentherm shares to be issued in the merger all need to clear before October 1. Gentherm shareholders cleared their portion at a special meeting on September 10, 2026, approving the share issuance and an Articles of Incorporation amendment. If any condition slips, the distribution date and record date shift with it. The final exchange ratio, share count, and per-share dividend figure will be published via press release and Form 8-K filings on or promptly after the closing date.
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Filed by the newsroom of MarketPR on September 17, 2026. Source: sec.gov. Indicative figures are not investment advice.