Core Viewpoint - Modine Manufacturing is spinning off its Performance Technologies segment and merging it with Gentherm in a transaction valued at approximately $1 billion, aimed at transforming Modine into a high-growth, pure-play Climate Solutions company [1][3][5]. Transaction Details - The deal values Performance Technologies at about $1 billion, equating to 6.8 times trailing twelve-month Adjusted EBITDA as of September 30, 2025 [1][6]. - Modine is expected to receive $210 million in cash and shareholders will receive approximately $790 million in Gentherm stock, resulting in Modine shareholders owning 40% of the combined Gentherm/PT company [1][6]. - The transaction is structured as a Reverse Morris Trust, intended to be tax-free for Modine and its shareholders [2][6]. Financial and Growth Outlook - The Climate Solutions segment generated approximately $1.6 billion in revenue with a 19.6% adjusted EBITDA margin, and management anticipates revenue growth of 35-40% to nearly $2 billion [4][10]. - Data centers are identified as a core growth driver, with a projected 50-70% annual growth over the next two years [4][13]. - Modine plans to invest $125-150 million in capital expenditures to support revenue capacity of $2-3 billion [4][14]. Strategic Outcome - The transaction will create two focused companies: a larger thermal management platform (Gentherm + PT) and a streamlined Climate Solutions Modine focused on data centers and commercial HVAC&R [5][9]. - Modine's management has been shifting towards higher-growth, higher-margin businesses, completing six divestitures and six acquisitions over the past five years [8][9]. Reporting Structure Changes - Post-transaction, Modine will operate through two primary business segments: data centers and commercial HVAC&R, with a new reporting structure expected to begin in the first quarter of fiscal 2027 [12][17]. Market Position and Future Outlook - Modine expects to replace approximately $1 billion of PT revenue with revenue from the data center market within the next 12 to 24 months [14]. - The company anticipates continued demand for thermal cooling solutions in data centers for the next 5 to 10 years, driven by evolving chip technology [15].

Core Viewpoint - Gentherm is merging with Modine Performance Technologies in a Reverse Morris Trust transaction, which is expected to nearly double Gentherm's scale and shift its revenue mix towards commercial vehicles and power generation markets [3][4]. Company Strategy and Growth - The merger accelerates Gentherm's strategy for profitable growth, operational excellence, and improved financial performance, broadening its thermal management portfolio and engineering capabilities [2][4]. - The transaction is seen as transformational, providing established commercial channels for cross-selling Gentherm's products into a wider customer base [3][4]. Financial Overview and Deal Structure - The deal is valued at approximately $1 billion, equating to about 6.8 times the pro forma synergy-adjusted EBITDA of $147 million [5][15]. - Gentherm shareholders will own about 60% of the combined company, while Modine shareholders will own approximately 40% [5][15]. - The target closing date for the transaction is in Q4 2026, subject to shareholder approval and customary closing conditions [20]. Synergies and Cost Savings - Management expects around $25 million in actionable run-rate annual cost synergies by the end of 2028, with a synergy-adjusted EBITDA margin targeted at roughly 13% [5][8]. - Revenue synergy potential is estimated to be "more than $100 million, but less than $500 million," with a pipeline of actionable revenue opportunities identified [11][12]. Market Focus and Revenue Mix - The combined company is projected to have a pro forma revenue base of about $2.6 billion, with an updated end-market mix of approximately 63% from light vehicles, 30% from commercial vehicles and heavy-duty applications, and 6% from power generation [13][17]. - The power generation market is highlighted as a key growth area due to increasing demand for reliable energy solutions [1][2]. Operational Excellence - Gentherm aims to standardize operating models and key performance indicators, focusing on maximizing plant and equipment utilization [12]. - Modine Performance Technologies is characterized by a well-established operating system that supports margin expansion even in flat revenue environments [12].

Creating a Premier Global Climate Solutions Company January 29, 2026 Forward-Looking Statements and RMT Disclaimer No Offer or Solicitation This communication is not intended to and does not constitute an offer to sell or the solicitation of an offer to buy or exchange any securities or a solicitation of any vote or approval in any jurisdiction, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registratio ...

Core Thesis - Amentum Holdings, Inc. is positioned as a leading government technology contractor following its merger with Jacobs Solutions, creating a scaled entity with significant revenue and backlog [2][3] Company Overview - Amentum provides engineering and technology solutions to U.S. and allied government agencies, with a pro forma revenue near $14 billion and a backlog exceeding $44.6 billion [2][3] - The company has over 53,000 employees across 80 countries, enhancing its competitive positioning against Tier 1 incumbents like Leidos and Booz Allen Hamilton [3] Financial Metrics - As of November 28th, Amentum's share price was $28.63, with trailing and forward P/E ratios of 106.04 and 12.03 respectively [1] - The market currently undervalues Amentum, pricing it at a forward P/E of 10.4x, reflecting a typical "conglomerate discount" [5] - The company has an Owner Earnings yield of 10.8%, indicating strong free cash flow generation and deleveraging potential [6] Strategic Initiatives - Key value drivers include anticipated cost synergies of $50–70 million, aggressive debt paydown, and expansion of the Digital Solutions segment, which has shown 8% EBITDA margins [5] - Recent contract wins, including a $946 million U.S. Army contract and $350 million in digital task orders, validate the strategic rationale behind the merger [6] Growth Potential - With net leverage improving to 3.5x and a strong pipeline, Amentum presents a compelling risk/reward profile, with potential stock valuation reaching mid-$30s or even $42 with successful growth [7] - The combination of stable revenue, high free cash flow, and operational scale makes Amentum an attractive investment opportunity in the government technology sector [7] Historical Performance - Amentum's stock price has appreciated approximately 53.34% since March 2025, reflecting the successful execution of the bullish thesis on the company [8]

Core Insights - Becton, Dickinson and Company (BDX) and Waters Corporation (WAT) have announced a strategic collaboration to merge BD's Biosciences Diagnostic Solutions business with Waters' analytical technologies expertise, creating a new entity focused on high-throughput testing in life sciences and diagnostics [1][9] Transaction Details - The merger has been unanimously approved by both companies' boards and is expected to close by the end of Q1 2026, pending regulatory and shareholder approvals [2] - BD will receive $4 billion in cash and hold a 39.2% stake in the new entity through a Reverse Morris Trust structure [8][12] Financial Projections - The combined company aims for $6.5 billion in revenues by 2025, with projections of reaching $9 billion and $3.3 billion in EBITDA by 2030 [8][11] - The total addressable market is expected to double to approximately $40 billion, allowing access to adjacent segments [10] Synergy and Growth Potential - The merger is projected to generate approximately $200 million in cost synergies by the third year post-closing and $290 million in revenue synergies by the fifth year [13] - Annualized EBITDA gains of about $345 million are anticipated by 2030, reinforcing the long-term value creation potential of the transaction [13] Market Position and Performance - BD currently has a market capitalization of $50.76 billion and an earnings yield of 8.1%, outperforming the industry average of 5.3% [5] - BDX shares have lost 21.9% year-to-date, contrasting with a 6.1% gain in the S&P 500 during the same period [3]

Core Viewpoint - Waters Corporation and BD have announced a definitive agreement to combine BD's Biosciences & Diagnostic Solutions business with Waters, creating a leading entity in life sciences and diagnostics valued at approximately $17.5 billion [1][2]. Strategic and Financial Benefits - The transaction is expected to create substantial shareholder value through a strong strategic fit, increasing Waters' total addressable market to approximately $40 billion with an annual growth rate of 5-7% [2][3]. - Pro forma expected sales for the combined company in 2025 are approximately $6.5 billion, with adjusted EBITDA around $2.0 billion [2][9]. - The combined entity anticipates over 70% of its revenue to be recurring, with significant contributions from market-leading brands [2][3]. - Expected annualized EBITDA synergies of approximately $345 million by 2030, including $200 million in cost synergies by year three and $290 million in revenue synergies by year five [2][4]. - The transaction is projected to be accretive to adjusted EPS in the first year, with mid-to-high single-digit revenue growth and mid-teens annualized adjusted EPS growth expected over five years [2][9]. Technological and Market Expansion - The merger will bring together complementary technologies, enhancing capabilities in high-volume testing across regulated markets, including liquid chromatography and mass spectrometry [3][4]. - The combined company aims to accelerate expansion into high-growth adjacent markets, leveraging Waters' chemistry expertise and BD's biologics knowledge [3][4]. - BD's regulatory expertise is expected to enhance market access and service support, particularly in multiplex diagnostics using Waters' technologies [3][4]. Management and Governance - Udit Batra, Ph.D., will lead the new entity, with key leadership roles filled by executives from both companies [11][12]. - The combined company will operate under the Waters name and maintain its listing on the New York Stock Exchange [12]. Financial Structure and Transaction Details - The transaction is structured as a Reverse Morris Trust, with BD shareholders expected to own approximately 39.2% of the combined company and Waters shareholders approximately 60.8% [10]. - BD will receive a cash distribution of approximately $4 billion prior to the completion of the combination [10]. - The transaction is expected to close around the end of the first quarter of 2026, pending regulatory approvals and other customary conditions [10].