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].