Modine Manufacturing Company Announces Upsizing and Pricing of Common Stock Offering
RACINE, Wis.-(Business Wire)-September 25, 2009 - Modine Manufacturing Company (NYSE:MOD), a diversified global leader in thermal management technology and solutions, today announced that it has priced its public offering of 12,000,000 shares of its common stock at $7.15 per share. The size of the offering has been increased from the previously announced 9,000,000 shares. The offering includes a 30-day option for the underwriters to purchase up to an additional 1,800,000 shares on the same terms and conditions. The closing of the offering is subject to customary closing conditions and the shares are expected to be delivered on September 30, 2009.
Assuming no exercise of the underwriters’ option, Modine expects to receive net proceeds from the offering of approximately $81 million after deducting underwriting discounts and commissions and estimated expenses of the offering. Modine intends to use the net proceeds from the offering to reduce indebtedness and for general corporate purposes.
J.P. Morgan is the book-running manager and Robert W. Baird & Co. is the lead manager for the offering. Comerica Securities and KeyBanc Capital Markets are acting as co-managers.
Modine has filed a registration statement (including a related prospectus) and a preliminary prospectus supplement with the Securities and Exchange Commission for the offering to which this communication relates. A final prospectus supplement relating to the offering will be filed with the Securities and Exchange Commission. Investors should read the prospectus, final prospectus supplement and other documents that Modine has filed with the Securities and Exchange Commission for complete information about Modine and the offering.
Investors may obtain these documents at no charge by visiting the Securities and Exchange Commission’s website at www.sec.gov. Alternatively, investors may obtain the prospectus and final prospectus supplement by contacting Prospectus Department, J.P. Morgan Securities Inc., 4 Chase Metrotech Center, CS Level, Brooklyn, New York 11245, Attention Prospectus Library (tel: 1-718-242-8002).
This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Modine
Founded in 1916, Modine 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, ventilating and air conditioning equipment, off-highway and industrial equipment, refrigeration systems and fuel cells. The company employs approximately 7,000 people at 32 facilities worldwide in 15 countries.
Forward-Looking Statements
This press release contains statements, including information about the offering, 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, 2009 and under “Forward-Looking Statements” in Item 7 of Part II of that same annual report, as well as in the preliminary prospectus supplement under the heading “Risk factors.” Other risks and uncertainties include, but are not limited to, the following: the company’s ability to remain in compliance with its debt agreements and financial covenants going forward; Modine’s ability to fund its liquidity requirements and meet its long-term commitments given the continued decline and disruption in the credit markets due to the world-wide credit crisis; the impact the current global economic uncertainty and credit market turmoil is having on Modine, its customers and its suppliers and any worsening of such economic conditions; the secondary effects on Modine’s future cash flows and liquidity that may result from Modine’s customers and lenders dealing with the economic crisis and its consequences; Modine’s ability to limit capital spending and/or consummate planned divestitures; Modine’s ability to successfully execute its four-point recovery plan; the nature of the vehicular industry, including the dramatic decline in customer build rates; 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 except as required by law.
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