Latham & Watkins Advises Gentherm in Business Combination With Modine’s Performance Technologies Business

Gentherm (NASDAQ: THRM), a global market leader in innovative thermal management and pneumatic comfort technologies, and Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced that they have entered into a definitive agreement whereby Modine will spin off and simultaneously combine its Performance Technologies business with Gentherm in a Reverse Morris Trust (RMT) transaction that is intended to be tax‑free for Modine and Modine shareholders for US federal income tax purposes. The transaction is valued at approximately US$1 billion.

Latham & Watkins LLP represents Gentherm in the transaction with a corporate deal team led by Chicago partners Bradley Faris and Jason Morelli, with associates Maddie Merkle and Meghan McDuff. Advice was provided on tax matters by Los Angeles partner Pardis Zomorodi and Houston partner Jared Grimley, with associate Dominick Constantino; on executive compensation and benefits matters by Chicago partner Ben Rosemergy, with associate Robin Hellebrekers; on debt financing by Chicago partner Cindy Caillavet Sinclair and counsel Katie Stork, with associate James Akinleye; on capital markets matters by Chicago partner Roderick Branch and counsel Manasi Bhattacharyya; on US antitrust matters by Bay Area partner Josh Holian; on ex‑US antitrust matters by Brussels partner Tomas Nilsson and Hamburg partner Jana Dammann de Chapto, with associates Matteo Candioti and Enno Mensching; on intellectual property matters by New York partner Pelin Serpin, with associates Sebastian Moss and Ece Gonulal; and on FCPA compliance matters by Chicago partner Meredeith Monroe, with associate Alex Beer.