RACINE, WI — Modine Manufacturing Co.’s spin-off of its aftermarket business and the simultaneous merger of that business with Transpro, Proliance International won two awards from The M&A Advisor. The transaction received the top award, U.S. Middle Market Deal of the Year, and also won the Manufacturing – Industrial Deal of the Year award at The 4th Annual M&A Advisor Awards were held Dec. 5 at the New York Athletic Club in New York.
The award was presented to the company’s investment bankers, Robert W. Baird & Company (Baird), along with Modine. Baird is an employee-owned international capital markets, private equity and wealth and asset management firm with offices in the U.S., Europe and Asia. The M&A Advisor award winners were judged on the importance of the transaction to its industry, the creativity involved in the structure of the transaction and transaction difficulty.
Modine engaged Baird in late 2003 to evaluate divestiture options for its automotive aftermarket division. Baird recommended and initiated a merger of the aftermarket business with Transpro, structured as a “Reverse Morris Trust” eligible transaction. The transaction involved the spin off of the aftermarket business to the shareholders of Modine, with the immediate merger of that business with Transpro to form Proliance. This structure allowed the combination to be tax-free to shareholders. In addition, Modine also purchased Transpro’s heavy duty OE operation prior to the aftermarket merger.
The transaction has allowed Modine to concentrate on the OE market and Proliance to focus solely on the aftermarket.
“We looked at multiple solutions and this was clearly the best option for our shareholders. We appreciate the high-quality support we received from Robert W. Baird, Quarles & Brady, our outside counsel, and Ernst & Young, our tax advisor,” said Brad Richardson, Modine vice president, finance and CFO.
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