MOD · Modine Manufacturing Company

Modine Manufacturing Company has executed Amendment No. 2 to its Sixth Amended and Restated Credit Agreement, a significant structural modification designed to facilitate the spin-off of its Performance Technologies (PT) business. The amendment, dated April 30, 2026, explicitly permits the PT Transaction, which was contemplated by an Agreement and Plan of Merger dated January 29, 2026. This indicates a planned strategic divestiture or separation of a business segment.

To support this transaction, the amendment authorizes a newly formed escrow subsidiary to incur indebtedness, with the proceeds held in escrow until the PT Transaction is consummated. A critical term for creditors is the mandatory prepayment provision, which requires that 100% of the net proceeds from this new indebtedness be applied to repay loans under the Credit Agreement upon release from escrow. This suggests a deleveraging event or debt reduction mechanism tied directly to the spin-off.

Additionally, the amendment revises negative covenants to allow for necessary operational moves such as investments, restricted payments, asset transfers, and affiliate transactions that are essential for executing the spin-off. The administrative agent for the facility is JPMorgan Chase Bank, N.A. The execution of this amendment removes potential contractual barriers to the PT Transaction, signaling advanced planning for the business separation.