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Get filing alertsModine amends credit facility to enable Performance Technologies spin-off
Filed May 5, 2026 · Period ending April 30, 2026 · ~1 min read
Key Changes
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Modine secured lender approval to separate and spin off its Performance Technologies business under a merger agreement signed in January 2026, removing a key financing obstacle to the transaction.
Item 1.01 verify on EDGAR → -
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The amendment allows a newly formed subsidiary to borrow funds held in escrow until the spin-off closes, with 100% of proceeds required to prepay Modine's existing credit facility upon release.
Item 1.01 verify on EDGAR → -
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This is the second amendment to Modine's credit agreement since it was restated in July 2025, indicating active management of financing terms around the separation.
Item 1.01 verify on EDGAR →
Summary
Modine Manufacturing cleared a critical financing hurdle for its planned Performance Technologies spin-off by amending its credit agreement with JPMorgan Chase and other lenders on April 30, 2026. The amendment permits the separation transaction outlined in a January 2026 merger agreement and establishes a financing structure where a new subsidiary can borrow money held in escrow until the deal closes. Importantly, when those escrowed funds are released, Modine must use 100% of the proceeds to pay down its existing credit facility, ensuring the parent company's debt load decreases as the business is separated.
For shareholders, this filing confirms the spin-off is progressing through necessary financing approvals. The escrow mechanism suggests Modine is pre-funding aspects of the separation while maintaining lender protections. Investors should watch for the actual closing of the Performance Technologies spin-off and monitor whether the mandatory debt prepayment materially improves Modine's balance sheet leverage ratios once the transaction completes.
Section-by-Section Diff
Event · Item 1.01 — Entry into a Material Definitive Agreement
Item 1.01 — Entry into a Material Definitive Agreement filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
On April 30, 2026, Modine Manufacturing Company (the “Company”) and Airedale International Air Conditioning Limited, as borrowers (collectively, the “Borrowers”), entered into Amendment No. 2 (the “Amendment”) to the Sixth Amended and Restated Credit Agreement, dated as of July 10, 2025 (as previously amended, the “Credit Agreement”), by and among the Borrowers, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative agent.
Modine and its subsidiary borrower amended their existing credit facility with JPMorgan Chase as administrative agent. This is the second amendment to a credit agreement that was most recently restated in July 2025.
Added in current filing · verify on EDGAR →
The Amendment modifies the Credit Agreement to, among other things, (i) permit the separation, disposition and spin-off of the Company’s Performance Technologies business and the related transactions contemplated by that certain Agreement and Plan of Merger, dated January 29, 2026 (collectively, the “PT Transaction”), and (ii) provide for the incurrence of indebtedness by a newly formed subsidiary in connection with the PT Transaction and the use of the proceeds thereof.
The amendment permits Modine to separate and spin off its Performance Technologies business pursuant to a merger agreement signed in January 2026. The amendment also allows a newly formed subsidiary to incur debt in connection with this transaction.
Added in current filing · verify on EDGAR →
In connection with the foregoing, the Amendment (a) adds definitions and related provisions pertaining to the PT Transaction, including provisions relating to a newly-formed escrow subsidiary that may incur indebtedness, the proceeds of which are to be held in escrow pending consummation of the PT Transaction
The amendment creates provisions for a newly formed escrow subsidiary that can borrow money, with the proceeds held in escrow until the Performance Technologies spin-off is completed. This is a financing mechanism to support the separation transaction.
Added in current filing · verify on EDGAR →
(c) provides for a mandatory prepayment of loans under the Credit Agreement with 100% of the net proceeds of such indebtedness upon release from escrow or otherwise in connection with the PT Transaction, subject to specified application mechanics.
When the escrowed debt proceeds are released in connection with the Performance Technologies transaction, Modine must use 100% of those net proceeds to prepay loans under its existing credit agreement. This ensures the new subsidiary debt is used to reduce the parent company's existing borrowings.
Event · Item 9.01 — Financial Statements and Exhibits
Item 9.01 — Financial Statements and Exhibits filed; see Key Changes for terms.
Added in current filing · verify on EDGAR →
Amendment No. 2 to Sixth Amended and Restated Credit Agreement among the Company, the initial subsidiary borrower, the institutions party thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent, dated as of April 30, 2026
Modine Manufacturing executed Amendment No. 2 to its Sixth Amended and Restated Credit Agreement on April 30, 2026. The amendment involves the company, a subsidiary borrower, multiple lenders, and JPMorgan Chase Bank as administrative agent. The 8-K does not disclose the specific terms, modifications, or financial impact of this amendment.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 2, 2026 · How we verify