Form 8-K MODINE MANUFACTURING CO For: Nov 30

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 30, 2016

(Exact name of registrant as specified in its charter)

 

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(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (See General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Information to be Included in the Report

 

Item 2.01

Completion of Acquisition or Disposition of Assets.

 

On November 30, 2016 (the “Completion Date”), Modine Manufacturing Company (the “Company”) completed its previously-announced acquisition of the shares of multiple target companies (the “Target Companies”) held by Luvata Heat Transfer Solutions II AB, a company incorporated in Sweden (“Luvata”), which together represent the Luvata Heat Transfer Solutions business.  The shares of the Target Companies acquired comprise the whole of the allotted and issued share capital of such companies.  The acquisition was completed in accordance with the terms of a Share Sale and Purchase Agreement between the Company and Luvata (the “Purchase Agreement”) dated September 6, 2016, as amended.  Additional information regarding the terms of the Purchase Agreement is set forth in the Current Report on Form 8-K filed by the Company on September 8, 2016.

 

The aggregate value of the consideration for the Company’s acquisition of the Target Companies was approximately $418 million, which includes cash consideration equal to approximately $391 million and stock consideration in the amount of 2,219,424 shares (the “Share Consideration”) of the Company’s common stock, par value $0.625 per share, issued to certain of Luvata’s lenders on the Completion Date.  The Share Consideration was issued subject to lock-up agreements prohibiting the recipients from transferring the Share Consideration for a period of one year following the Completion Date, subject to certain limited exceptions.

 

Other than in respect of the acquisition described above, there existed no material relationship between the Target Companies and the Company or any of its affiliates, directors or officers, or any associate of such persons.

 

Item 3.02

Unregistered Sales of Equity Securities.

 

In accordance with the terms of the Purchase Agreement, on the Completion Date, the Company issued the Share Consideration to certain of Luvata’s lenders as a portion of the consideration for the shares of the Target Companies, as described under Item 2.01, above.  The Company believes that this transaction was exempt from registration requirements pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended.  The four recipients of the Share Consideration represented to the Company, among other matters, (1) that they acquired the shares solely for their own accounts, for investment, and not on behalf of other persons or with a view to public distribution, and (2) their belief that they possess the sophistication to evaluate the merits and risks of an investment in the shares.  The offering was conducted without the use of any advertising, general solicitation or other public means, and appropriate restrictive legends have been applied to the shares.

 

Item 8.01

Other Events.

 

On November 30, 2016, the Company issued a press release announcing the completion of the acquisition described under Item 2.01, above.  A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

 

(a)

Pursuant to Item 9.01(a)(4) of Form 8-K, the Company will amend this filing not later than 71 calendar days after December 6, 2016, to file the financial statements of the Target Companies for the periods specified in Rule 3-05(b) of Regulation S-X.

 

(b)

Pursuant to Item 9.01(b)(2) of Form 8-K, the Company will amend this filing not later than 71 calendar days after December 6, 2016, to furnish the pro forma financial information with respect to the Target Companies pursuant to Article 11 of Regulation S-X.

 

(c)

Not applicable.

 

(d)

Exhibits

 

 

Signatures

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Date:  December 6, 2016

 

EXHIBIT INDEX

 

 

 

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Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

Contact: Kathleen T. Powers 262-636-1687  [email protected]

Modine Completes Acquisition of Luvata Heat Transfer Solutions

Completes next step in transformation strategy through the addition of the world’s largest supplier of coils and coatings to HVAC&R industry

RACINE, WI, November 30, 2016 - Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced today the completion of its previously disclosed agreement to purchase Luvata Heat Transfer Solutions (HTS). The agreement to acquire the company was announced on September 6, 2016. The purchase price was approximately $418 million.

 

Luvata HTS is a leading manufacturer of commercial and industrial coils, coolers and related products, primarily for the HVAC&R markets. Luvata HTS's product offering covers a broad range of heat exchanger coils, and commercial refrigeration and industrial coolers, complemented by anti-corrosion coating solutions. For the trailing 12 months ended September 30, 2016, Luvata HTS had net sales of $549 million and EBITDA of $55 million.

 

The company expects to achieve annual cost synergies of at least $15 million within the first three to four years, in particular through the ongoing optimization of manufacturing and procurement organizations and cost structures.  Additional revenue synergies will emerge through the sale of Luvata HTS's products into Modine's broad client base and utilization of Luvata HTS's sales team to sell Modine's coil and other products into Luvata HTS's client base.

 

"The acquisition of Luvata HTS addresses our Diversify and Grow objectives very clearly and we have no doubt it will further Strengthen Modine as well, as this now-nearly $2B company moves forward with a broad base of earnings, reduced cyclicality and common focus," said Modine President and Chief Executive Officer, Thomas A. Burke.

 

In light of the addition of the Luvata HTS business and the near-term discontinuation of the Luvata name, Modine will be transitioning to new names for each of its global businesses. These new designations will more clearly define our three distinct, but clearly related businesses.  The new Modine names will be:

 

·

Commercial and Industrial Solutions (CIS) (previously the Luvata HTS and Modine Coils businesses);

·

Vehicular Thermal Solutions (Modine's "vehicular" business); and

·

Building HVAC Systems (Modine's current BHVAC business).

 

In support of the Commercial and Industrial Solutions (CIS) integration process, Modine has announced that Dennis Appel, previously President, Luvata HTS, will transfer to Modine in the role of Vice President, Commercial and Industrial Solutions.

 

Burke continued, "Modine is now 10,500 employees strong with an expanded footprint and increased product portfolio.  The combination of Modine and Luvata HTS provides a complete product portfolio as well as agile manufacturing capabilities across the globe, all of which will allow superior response to customer needs.  We will provide consolidated results and updated guidance for fiscal 2017, including the effect of the Luvata HTS transaction, in connection with our third quarter earnings release."

 

About Modine

 

Modine, with fiscal 2016 revenues of $1.4 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling technology and solutions to diversified global markets. Modine products are used in light, medium and heavy-duty vehicles, heating, ventilation and air conditioning equipment, off-highway and industrial equipment and refrigeration systems.  Modine is a global company headquartered in Racine, Wisconsin (USA), with operations in North America, South America, Europe, Asia and Africa.  For more information about Modine, visit www.modine.com.

 

Forward-Looking Statements

 

This press release contains statements, including information about future financial performance and market conditions, accompanied by phrases such as "believes," "estimates," "expects," "plans," "anticipates," "intends," and other similar "forward-looking" statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine's actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not limited to, those described under "Risk Factors" in Item 1A of Part I of the Company's Annual Report on Form 10-K for the year ended March 31, 2016 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. Other risks and uncertainties include, but are not limited to, the following: Modine's ability to integrate the Luvata HTS business successfully into Modine, to harness the anticipated synergies associated with the transaction, and to achieve projected cash flows sufficient to enable Modine to maintain a desirable leverage ratio; the overall health and price-down focus of Modine's customers, particularly in light of economic and market-specific challenges; the ability of the Company to successfully implement its Strengthen, Diversify and Grow strategic transformation; uncertainties regarding the costs and benefits of Modine's restructuring activities in our Americas and Europe segments, including the activities associated with the closure of Modine's facility in Washington, Iowa; operational inefficiencies as a result of program launches, unexpected volume increases and product transfers; economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations (particularly the value of the euro, Brazilian real and British pound relative to the U.S. dollar), tariffs, inflation, changes in interest rates, recession, restrictions associated with importing and exporting and foreign ownership, and in particular the economic and market conditions in Brazil and China, the remaining economic uncertainties in certain markets in North America, and the continuing uncertainty regarding the recent "Brexit" vote in Great Britain; the impact on Modine of any significant increases in commodity prices, particularly aluminum and copper, and our ability to pass these prices on to customers; Modine's ability to successfully execute its strategic and operational plans; the nature of and Modine's significant exposure to the vehicular industry and the dependence of this industry on the health of the economy; costs and other effects of environmental investigation, remediation or litigation; and other risks and uncertainties identified by the Company in public filings with the U.S. Securities and Exchange Commission. The Company does not assume any obligation to update any forward-looking statements.

 

SOURCE: Modine Manufacturing Company

Modine Manufacturing Company

Kathleen Powers, 262-636-1687