M&A - MODINE MANUFACTURING CO

Form Type: 8-K

Filing Date: 2025-05-30

Corporate Action: Merger

Type: New

Accession Number: 000155837025008266

Filing Summary: On May 29, 2025, Modine Manufacturing Company entered into an Agreement and Plan of Merger with LBW Holding Corp., Tyrolean Holding Corp., and Mason Wells Buyout Fund IV, LP. The merger entails Acquisition Sub merging into LBW Holding, making LBW Holding a wholly owned subsidiary of Modine. The closure consideration totals approximately $112 million plus adjustments based on cash, working capital, and debt levels. The merger is expected to close on or about May 31, 2025, and is not contingent on financing. Certain stockholders of LBW Holding will agree to restrictive covenants during the transaction period. Modine will support this purchase through existing cash and credit facilities. Presumably, these terms will allow for a firm integration of LBW Holding’s operations into Modine’s business, aiming at improved synergies and operational efficiencies.