0001193125-26-173969
SEC filingGentherm Incorporated executed a First Amendment to its Second Amended and Restated Credit Agreement, effective February 24, 2026, releasing three entities as Borrowers and two Maltese entities plus one U.S. entity as Guarantors, and adding a new Pari Passu Intercreditor Agreement exhibit.
This First Amendment reflects a strategic simplification of Gentherm’s credit structure by removing legacy or non-core legal entities from its borrowing and guaranteeing obligations under the $500 million revolving credit facility originally established in June 2022. The release of three Borrowers — two German GmbHs merged into Gentherm Germany and a Michigan limited partnership dissolved — streamlines the borrower group without altering the core borrowing capacity or financial covenants. Similarly, the release of two Maltese Guarantors and Gentherm Properties I, LLC aligns with Gentherm’s ongoing corporate rationalization, particularly the planned Malta Liquidation and domestic restructuring. Critically, the amendment explicitly preserves joint and several liability for any outstanding obligations of the released entities, ensuring no diminution of lender recourse. The addition of Exhibit L — the Form of Pari Passu Intercreditor Agreement — signals anticipated future financing activity involving co-equal debt instruments, likely in connection with the previously disclosed Proposed Transaction with Modine and SpinCo. While not materially altering near-term liquidity or leverage, this amendment reduces administrative complexity and enhances flexibility ahead of the pending spin-off and combination transaction.