Exhibit 2.1

Execution Version

AGREEMENT AND PLAN OF MERGER

BY AND AMONG

LBW HOLDING CORP.,

MODINE MANUFACTURING COMPANY

TYROLEAN HOLDING CORP.,

AND

MASON WELLS BUYOUT FUND IV, LP, as Stockholders Agent

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DATED AS OF MAY 29, 2025

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TABLE OF CONTENTS

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EXHIBITS

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Exhibit A Defined Terms

Exhibit B Certificate of Merger

Exhibit C Net Working Capital Principles and Illustration

Exhibit D Form of Escrow Agreement

Exhibit E Form of R&W Policy

Exhibit F Payoff Debt

Exhibit GForms of Letter of Transmittal

Exhibit HPercentage Share

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AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is entered into as of May 29, 2025, by and among LBW HOLDING CORP., a Delaware corporation (the “Company”), MODINE MANUFACTURING COMPANY, a Wisconsin corporation (“Buyer”), TYROLEAN HOLDING CORP., a Delaware corporation and a wholly owned subsidiary of Buyer (“Acquisition”),  and, solely for purposes of Section 10.8, MASON WELLS BUYOUT FUND IV, LP, a Delaware limited partnership (the “Stockholders Agent”).  Unless defined herein, capitalized terms used in this Agreement are defined in Exhibit A.

WITNESSETH

WHEREAS, the board of directors of the Company and the board of directors of Buyer deem it advisable and in the best interests of their respective companies and such companies’ stockholders to consummate the merger of Acquisition with and into the Company on the terms and subject to the conditions set forth herein and in accordance with the provisions of the Delaware General Corporation Law (the “DGCL”).  At the Effective Time, Buyer shall own all of the issued and outstanding shares of capital stock of Acquisition.  Acquisition and the Company are sometimes collectively referred to herein as the “Constituent Corporations” and the Company, following the effectiveness of the Merger, is sometimes referred to herein as the “Surviving Corporation.”

NOW, THEREFORE, in consideration of the Recitals, the mutual representations, warranties, covenants, agreements and conditions contained herein, and in order to set forth the terms and conditions of the Merger and the mode of carrying the same into effect, the Parties, intending to be legally bound, hereby agree as follows:

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Without limiting the above restrictions, Buyer acknowledges and agrees that nothing contained in this Agreement shall be construed to give Buyer or any of its Affiliates, directly or indirectly, any right to control or direct the Companies or their business prior to the Closing.  Prior to the Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of its business, its Subsidiaries and of their respective businesses and operations.

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Buyer agrees that the Company may limit the access granted pursuant to this Section 6.3(a) to, among other things, preserve the confidential nature of this Agreement and transactions contemplated hereby, and in furtherance of the foregoing, the Company shall not be required to (A) take any action that would constitute (1) a waiver of the attorney-client or other privilege or (2) a violation of any applicable Legal Requirement or fiduciary duty, (B) supply Buyer with any information which, in the reasonable judgment of the Company, the Company is under a contractual or legal obligation not to supply, or that would cause significant competitive harm to any of the Companies if the transactions are not consummated, in either case so long as the Companies provide reasonably contemporaneous notice to the Buyer of such determination, (C) provide information that relates to interactions with other prospective buyers of the Company or the negotiation of this Agreement and the transactions contemplated hereby, or (D) take actions, or allow access, in a manner that would unreasonably disrupt the operations of any of the Companies. Buyer further agrees that all information derived by Buyer or any of the Investigating Parties as a result of the above shall be governed by the terms and conditions of that certain Confidentiality Agreement between the Company and Buyer dated January 23, 2025 (the “Confidentiality Agreement”).  Notwithstanding the foregoing, such access and information rights shall not extend to any sampling or analysis of soil, groundwater, vapor, building materials or other environmental media of the sort generally referred to as a “Phase II” environmental investigation unless authorized in advance in writing by the Company. Without limiting the foregoing, Buyer acknowledges and agrees that neither Buyer nor any Investigating Party may contact any customer, vendor, financing source, other related party or any employee of any of the Companies without the express written permission of the Company unless such contact is in the ordinary course of business of Buyer and solely and completely unrelated to this Agreement or the transactions contemplated hereby.

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As a material inducement to Buyer to enter into this Agreement, the Company hereby represents and warrants to the Buyer that the following statements are true and correct as of the date hereof:

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As a material inducement to the Company to enter into this Agreement, Buyer and Acquisition hereby jointly and severally represent and warrant to the Company that the following statements are true and correct as of the date hereof:

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The consummation of the transactions contemplated hereby by the Company and Stockholders Agent are not done in reliance upon, and the Company and Stockholders Agent specifically disclaims reliance upon, any representation or warranty or omission by, or information from Buyer or any of their respective Affiliates, employees or representatives, or any other Person, except for the representations and warranties specifically and expressly set forth in ARTICLE VIII of this Agreement.  SUCH EXPRESS REPRESENTATIONS AND WARRANTIES BY BUYER IN THIS AGREEMENT CONSTITUTE THE SOLE AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES OF BUYER TO THE COMPANY AND THE STOCKHOLDERS AGENT IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED HEREBY, AND THE COMPANY AND STOCKHOLDERS AGENT UNDERSTANDS, ACKNOWLEDGES AND AGREES THAT ALL OTHER REPRESENTATIONS AND WARRANTIES AND OMISSIONS OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, ARE SPECIFICALLY DISCLAIMED BY BUYER AND THE COMPANY AND STOCKHOLDERS AGENT SPECIFICALLY DISCLAIMS RELIANCE THEREON. BUYER ACKNOWLEDGES THAT THIS WAIVER IS CONSPICUOUS.

For the avoidance of doubt, the above two paragraphs shall not limit any Party’s rights with respect to any claim for Fraud or the Buyer’s rights with respect to each Stockholder’s individual representations, warranties, covenants and agreements set forth in such Stockholder’s Letter of Transmittal.  

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[Signature page follows.]

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IN WITNESS WHEREOF, the Parties have executed this Agreement and Plan of Merger as of the date first written above.

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EXHIBIT A
DEFINED TERMS

As used in this Agreement and Plan of Merger to which this Exhibit A is attached and incorporated by reference therein, the following terms will have the meanings specified:

“Action” means any demand, claim, action, suit, charge, complaint, grievance, arbitration, inquiry, mediation, audit, investigation, litigation or other proceeding (whether civil, criminal or administrative) commenced, brought, conducted or heard by or before any Governmental Entity or arbitrators.

“Adjustment Escrow” means an amount equal to Four Million Dollars ($4,000,000).

“Adjustment Time” means 11:59 p.m. Central Time on the Closing Date.

“Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise; provided that, for the avoidance of doubt, Mason Wells and MW Buyout Executive Fund IV, LLC shall each be deemed to be an “Affiliate” of the Company but none of their limited partners or members (or any of their respective directors, officers, employees, agents or advisors) shall be deemed to be an “Affiliate” of the Company by reason of their equity interests therein.

“Anti-Corruption Laws” means the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.K. Bribery Act 2010, applicable anti-bribery legislation enacted by member states of the European Union and signatories implementing the OECD Convention Combating Bribery of Foreign Officials and other similar laws and regulations applicable to the Target Companies from time to time.

“Business” means the business of the Companies related to manufacturing direct-fired and indirect-fired forced air heaters, convection heaters and radiant heaters in a variety of heat outputs, ignition types, electrical requirements and installation options and related accessories and service parts.

“Business Day” means a day other than a Saturday, a Sunday or day on which banks are authorized or required by applicable Legal Requirements to be closed in Milwaukee, Wisconsin.

“Buyer Released Claims” has the meaning set forth in Section 10.3(b)(i).

“Buyer Released Parties” has the meaning set forth in Section 10.12(a).  

“Buyer Releasing Party” has the meaning set forth in Section 10.3(b)(i).

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“CARES Act” means the Coronavirus Aid, Relief, and Economic Security Act, Public Law 116-136, as amended, any regulations promulgated thereunder and any administrative, executive or other guidance published with respect thereto by a Governmental Entity.

“Cash” means the aggregate amount of cash and cash equivalents on the Companies’ books as of the Adjustment Time (without duplication) minus (i) checks, money orders, drafts or similar instruments issued, “cut” or sent by any of the Companies but uncashed or un-cleared or received but not deposited and (ii) cash, book or bank account overdrafts or negative balance cash accounts, but only to the extent that the amounts to be paid pursuant to clause (i) and the payments creating or increasing the overdrafts or negative balance in clause (ii) are not included in the accounts payable used in determining Net Working Capital; plus all checks, money orders, wires and deposits in transit not yet received by the Companies, to the extent such amounts are not included in the accounts receivable used in determining Net Working Capital.  

“Closing” means the closing to be held on the Closing Date at the offices of Quarles & Brady LLP, 411 East Wisconsin Avenue, Suite 2400, Milwaukee, Wisconsin, or such other place as may be agreed to by Buyer and the Company, at which the transactions described in this Agreement shall be effected.

“Closing Preferred Stock Price” means, with respect to each Stockholder holding Series A Preferred Stock, an amount equal to (i) the Closing Payment; multiplied by (ii) the Percentage Share applicable to such Stockholder.

“Common Stock” means the authorized common stock of the Company.

“Companies” means, collectively, the Company and the Subsidiaries.

“Company Benefit Plans” means each “employee benefit plan” (as such term is defined in Section 3(3) of ERISA) and each other employee benefit plan, program or arrangement, including, but not limited to, any equity or equity-based plan, bonus or incentive compensation arrangement, retirement (whether or not tax-qualified) deferred compensation, health, welfare, cafeteria, flexible spending account, medical, dental, vision, life insurance, disability, profit sharing, severance, transportation, tuition reimbursement, educational assistance, compensation, employment agreement or other fringe benefit, for any current or former employee of the Company or any of its Subsidiaries, that the Company or any of its Subsidiaries sponsors, maintains or contributes to, or with respect to which the Company or any of its Subsidiaries would reasonably be expected to have any liability.

“Consent” means any consent, order, approval, authorization or other action of, or any filing with or notice to or other action with respect to, any Governmental Entity or any other Person which is required for any of the execution, delivery or performance of this Agreement or any other Transaction Document, the consummation of any Closing Transaction or other transaction contemplated hereby or thereby, or the conduct of the businesses or operation of the Companies after the Effective Time, whether such requirement arises pursuant to any Legal Requirement or Contract, including any of the foregoing which is required in order to prevent a breach of or a default under or a termination or modification of any Contract, which right of breach, default, termination or modification results from the consummation of the Closing Transactions.

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“Contract” means any, whether written or oral, agreement, instrument, document, lease, employee benefit or welfare plan or other business or commercial arrangement (in each case, including any extension, renewal, amendment or other modification thereof), to which any of the Companies is a party or by which any of the Companies is bound or to which any of the Companies is subject or which pertains to the business or properties of any of the Companies, including all amendments, waivers, supplements and modifications thereto.

“COVID-19” means SARS-CoV-2 or COVID-19, and any evolutions thereof or related or associate epidemics, pandemic or disease outbreaks.

“Debt” means, with respect to the Companies on a consolidated basis and, in each case, as of the Adjustment Time: (i) the aggregate amount of all of the outstanding and unpaid principal, accrued interest, accrued fees and other charges or payment obligations relating to outstanding indebtedness of the Companies for borrowed money, which shall include the current and long term portion of all such indebtedness of the Companies and any prepayment premium, termination fees, expenses, breakage costs or penalties due upon payment of such indebtedness at Closing or otherwise payable as a result of the transactions contemplated herein, (ii) all finance lease obligations, if any, as determined in accordance with GAAP as consistently applied by the Company with respect to the Reference Balance Sheet, (iii) all obligations evidenced by any note, bond (except for performance bonds), debenture or other similar instrument or debt security, (iv) all obligations under any interest rate or foreign exchange rate swap or other hedging arrangements (including swap breakage or associated fees due upon termination of such swap or hedging arrangements), (v) all indebtedness of a third party secured by a Lien (other than a mechanics’ lien or a Tax lien) on any property or assets of the Companies, (vi) reimbursement obligations, contingent or otherwise, in connection with any letters of credit (to the extent drawn) issued for the account of the Companies, (vii) any indebtedness of a Person of a type that is referred to in clauses (i) through (vi) above and which is guaranteed by any of the Companies, and (viii) Unpaid Pre-Closing Taxes. For the avoidance of doubt, “Debt” shall not include any Seller Transaction Costs, any current liabilities taken into account in the determination of Net Working Capital or any operating leases.

“Dissenting Shares” means the shares of Common Stock and Series A Preferred Stock pursuant to which dissenters’ rights have been properly exercised in accordance with the DGCL.

“Environment” means surface or subsurface soil or strata, surface waters and sediments, navigable waters, groundwater, and indoor and ambient air.  

“Environmental Liabilities” means any demand, violation, allegation, penalty, fine, lien, liability, responsibility, damages, fees, costs (including investigatory costs, cleanup costs, corrective action or other response costs), expenses of any type or nature, action or governmental order arising out of, related to, or incurred in connection with: (i) any actual or alleged violation of any Environmental Requirements occurring on or prior to the Closing and including all corrective action costs associated therewith; (ii) any abatement, removal, remedial, corrective or other response action necessary to protect human health or to achieve compliance with applicable Environmental Requirements; (iii) any actual or alleged threat, injury, or harm to natural resources, wildlife, human health or safety, or the Environment; or (iv) the management, manufacture, possession, generation, processing, recycling, reclamation, distribution, labeling, use, treatment, handling, storage, emission, discharge, transport, disposal, presence of, exposure to, or Release or threatened Release of, Hazardous Materials on or prior to the Closing.

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“Environmental Requirements” means all Legal Requirements pertaining to (i) the protection of the Environment, natural resources, wildlife, human health as it relates to Hazardous Materials, or occupational health and safety; or (ii) the management, manufacture, possession, presence, processing, generation, distribution, import, labeling, use, treatment, storage, disposal, transportation, Release, threatened Release, abatement, removal, remediation or handling of, or exposure to, Hazardous Materials.

“Environmental Lien” means any Lien, either recorded or unrecorded, in favor of any Governmental Entity and relating to any liability arising under Environmental Requirements.

“ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

“Escrow Agent” means Citibank, N.A..

“Escrow Agreement” means an agreement among the Stockholders Agent, Buyer and the Escrow Agent in substantially the form of Exhibit D.

“Estimated Purchase Price” means an aggregate amount equal to (i) the Base Price, (ii) plus the Estimated Cash, (iii) plus the amount, if any, that Estimated Net Working Capital is greater than Target Net Working Capital, (iv) minus the amount, if any, that Estimated Net Working Capital is less than Target Net Working Capital, (v) minus the Estimated Debt and (vi) minus the Estimated Seller Transaction Costs.

“Ex-Im Laws” means all laws and regulations relating to export, re-export, transfer or import controls (including without limitation, the Export Administration Regulations administered by the U.S. Department of Commerce and customs and import laws administered by U.S. Customs and Border Protection) applicable to the Companies from time to time.

“Excluded Current Assets” means Cash, prepaid expenses that would constitute Seller Transaction Costs if they had not yet been paid, and any current or deferred income Tax assets.  

“Excluded Current Liabilities” means accrued Seller Transaction Costs, the current portion of the Debt, interest expense, and any current or deferred income Tax liabilities.

“Final Purchase Price” means an aggregate amount equal to (i) the Base Price, (ii) plus the Final Cash, (iii)  plus the amount, if any, that Final Net Working Capital is greater than Target Net Working Capital, (iv) minus the amount, if any, that Final Net Working Capital is less than Target Net Working Capital, (v) minus the Final Debt and (vi) minus the Final Seller Transaction Costs.

“Fraud” means actual and intentional common law fraud under Delaware law in the making of the express representations and warranties set forth in ARTICLE VII (each as qualified by the Schedules); provided, however, that for the sake of clarity, in no event shall Fraud include any concept of equitable fraud, constructive fraud, promissory fraud, unfair dealings fraud, or any torts (including fraud) based on negligence or recklessness; provided further, that such actual and intentional common law fraud shall only be deemed to exist if the Company had actual knowledge (as opposed to imputed or constructive knowledge) that the applicable representations and warranties set forth in ARTICLE VII (each as qualified by the Schedules) were actually breached when made.

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“Fundamental Representations” means those representations and warranties contained in Section 7.1, Section 7.2, and Section 7.3 of this Agreement.  

“GAAP” means United States generally accepted accounting principles as consistently applied by the Company.

“Governmental Entity” means any government, agency, governmental department, commission, board, bureau, court, arbitration panel or instrumentality of the United States of America or any state or other political subdivision thereof (whether now or hereafter constituted and/or existing) and any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government.

“Government Official” includes any officer, employee or other person acting in an official capacity on behalf of: (i) any Governmental Entity or any department or agency of a government, including elected officials, judicial officials, civil servants and military personnel, or children, spouses, siblings or parents thereof; (ii) any public international organization, such as the World Bank; (iii) any company or business that is owned or controlled by a Governmental Entity; and (iv) any political party, as well as candidates for political office.

“Hazardous Materials” means chemicals, wastes, substances, compounds, products, solids, vapors, gases, liquids, wastes, by-products, materials, pollutants or contaminants that are hazardous, toxic or otherwise harmful to health, reproduction, safety, natural resources, wildlife or the Environment, including asbestos, polychlorinated biphenyls, radioactive materials, radon, urea formaldehyde foam, per- and polyfluoroalkyl substances, petroleum, petroleum derivatives, products and by-products, special nuclear material, or any other similar substances or materials that are harmful to human health or the Environment or are regulated by any Environmental Requirements.

“Intellectual Property Licenses” means licenses, sublicenses and other Contracts by or through which: (a) other Persons grant the Companies exclusive or non-exclusive rights or interests in or to any Property Rights; or (b) the Companies grants to any other Person exclusive or non-exclusive rights or interests in or to any Property Rights.

“Insider” means any Affiliate, Stockholder, director or officer of the Companies; provided that, for the avoidance of doubt, Mason Wells and MW Buyout Executive Fund IV, LLC shall each be deemed to be an “Insider” of the Company but no limited partner, member or non-controlling stockholder (or any of their respective directors, officers, employees, agents, or advisors) of Mason Wells or MW Buyout Executive Fund IV, LLC shall be deemed to be an “Insider” of the Company by reason of their equity interests therein.

“IRCA” has the meaning set forth in Section 7.18(i).

“IRS” means the U.S. Internal Revenue Service.

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“IT Assets” means all hardware, software, systems, servers, networks, websites, applications, databases and other information technology assets or equipment.

“Knowledge” (and any derivation thereof, whether or not capitalized) means only the current, actual knowledge and awareness (and shall not include any deemed or constructive knowledge or awareness) of the individuals specified in clause (a) or (b) below, as the case may be: (a) in the case of Acquisition and Buyer, David G. Furlong, William F. Alexander, or Jonathan J. Schlemmer, and (b) in the case of the Company, any of Kevin Gagermeier, Peter Frank, Sandoval da Silva, Andrew Kazmierczak, and Christopher Smith.

“Labor Agreement” any collective bargaining or works council agreement or other Contract (any including neutrality agreements) with any labor union, labor organization, works council or employee representative or group of employees.

“L.B. White Company” means L.B. White Company, LLC, a Delaware limited liability company.

“LBW Property” means LBW Property, LLC, a Delaware limited liability company.

“Leased Real Properties” means those certain parcels of real estate leased by the Companies and described on Schedule 7.7(a), including the improvements thereon or thereto.

“Legal Requirements” means all federal, state, foreign and local laws, statutes, codes, rules, regulations, ordinances, judgments, orders, decrees and the like of any Governmental Entity, including common law.

“Letter of Transmittal” means letters of transmittal in the forms attached as Exhibit G.

“Liability” means any liability, debt, obligation, Tax, penalty, fine, damage, obligation, claim, assessment, amount to be paid in settlement, judgment or other loss, cost or expense of any kind or nature whatsoever, whether asserted or unasserted, absolute or contingent, known or unknown, accrued or unaccrued, liquidated or unliquidated, and whether due or to become due.

“Lien” means any mortgage, pledge, hypothecation, lien (statutory or otherwise), preference, priority, security agreement, easement, covenant, restriction or other encumbrance of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any lease having substantially the same effect as any of the foregoing and any assignment or deposit arrangement in the nature of a security device), except for any restrictions arising under any applicable securities Legal Requirements.

“Losses” means all claims, demands, suits, proceedings, judgments, losses, liabilities, damages, Taxes, costs and expenses of every kind and nature (including without limitation reasonable attorneys’ fees).  

“Mason Wells” means Mason Wells Buyout Fund IV, LP, a Delaware limited partnership.

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“Material Adverse Effect” means any material adverse effect on: (a) the businesses, operations, financial condition or results of operations of the Companies, taken a whole; or (b) the ability of the Stockholders and the Company to perform their material obligations under this Agreement or any other Transaction Document; provided that Material Adverse Effect shall not include any effect to the extent attributable to (i) a change (after the date hereof) in or the enactment of any Legal Requirement or any change in the interpretation thereof; (ii) any change or event relating to the general economy of any nation or region in which the Companies operate; (iii) any change or event generally relating to the industries in which the Companies operate which does not have a materially disproportionate effect on the Companies or their businesses as a whole; (iv) the identity of Buyer or Buyer’s plans for the customers, suppliers, employees, businesses, operations or assets of the Companies; (v) the impact of the negotiation, execution, delivery, performance or public announcement of this Agreement; (vi) any failure of the Companies to meet, with respect to any period or periods, any internal projections, forecasts, estimates of earnings or revenues, or business plans (however, to avoid doubt, underlying effects giving rise to such financial performance may nevertheless constitute a Material Adverse Effect); (vii) any epidemic, pandemic, calamity, outbreak of any disease or other public health event (including COVID-19); (viii) any changes in, or effects arising from or related to, the financial, debt, capital, credit or securities markets, including (A) any disruption of any of the foregoing markets, (B) changes in interest rates and/or currency exchange rates, (C) any decline or rise in the price of any security, commodity, contract or index and (D) any increased cost, or decreased availability, of capital or pricing or terms related to any financing for any of the transactions contemplated by this Agreement; (ix) changes in GAAP; (x) the commencement or material worsening of a war or armed hostilities or other national or international calamity whether or not pursuant to the declaration of a national emergency or war, or the occurrence of any military or terrorist attack, any internet or “cyber” attack or hacking; (xii) any earthquake, hurricane, tsunami, tornado, flood, mudslide or other natural disaster, weather condition, explosion or fire or other force majeure event or act of God, or the worsening of any of the foregoing; and (xiii) any actions taken, or failures to take action, or such other changes or events, in each case, which Buyer has requested or to which Buyer has consented in writing (including via e-mail) or which actions are expressly contemplated by this Agreement.

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“Material Contract” means any of the following, except for any Transaction Document: (i) any Contract for the employment or engagement of any officer, individual employee or other Person on a current full-time, part-time, consulting basis or other basis with annual payments in excess of $100,000 (excluding offer letters or agreements with independent contractors entered into in the ordinary course of business consistent with past practice); (ii) any Contract involving Debt, imposing a Lien on any of the assets or properties of the Companies, or any guaranty by any of the Companies of the performance or payment obligation of any third party (except under Contracts executed in the ordinary course of business); (iii) any lease under which any of the Companies is lessor of or permits any third party to hold or operate any property, real or personal; (iv) any Contract with a vendor, consultant, or independent contractor for the purchase by the Companies of products or services under which the undelivered balance of such products and services in the next twelve (12) months has a sales price in excess of $100,000 (other than purchase orders entered into in the ordinary course of business consistent with past practice); (v) any Contract entered into on or after January 1, 2021 relating to the leasing, licensing, disposition or acquisition of assets or any interest by the Companies in any business enterprise outside the ordinary course of any of the Companies’ businesses in an amount which exceeds $100,000; (vi) any Contract which imposes any geographic, exclusivity, right of first refusal, right of first offer, or other restriction upon the ability of any of the Companies to freely engage in its business anywhere in the world other than any confidentiality agreement entered into by any of the Companies in the ordinary course of business, none of which has had is reasonably expected to have a Material Adverse Effect upon any of the Companies; (vii) any agreement relating to the ownership of, investments in or loans to any Person by the Companies; (viii) any power of attorney or similar agreement or grant of agency by the Companies; (ix) any Contract with any customer involving sales by the Company in excess of $100,000 during the 12-month period ended January 1, 2025 (other than purchase orders entered into in the ordinary course of business); (x) any Contract relating to capital expenditures outside the ordinary course of the Companies’ business that involves total remaining payments by the Companies of more than $100,000 in the aggregate; (xi) any Contract for the sale of any of the assets or properties of the Companies or for the grant to any Person of any preferential rights to purchase any such assets or properties (including a first refusal, first offer or similar preferential right); (xii) any Contract regarding joint ventures, strategic alliances, collaboration, partnerships or other similar Contract or otherwise involving a sharing of profits or losses with any other Person; (xiii) any Contract relating to the acquisition (by merger, purchase of equity or assets or otherwise) of any business or material assets or the equity of any other Person; (xiv) any Contract between any Company and any Insider; (xv) any Contract under which any of the Companies would incur any change in control payment, bonus, severance, incentive equity, deferred compensation or similar compensation obligations to any of their employees or independent contractors in each case by reason of this Agreement or the transactions contemplated herein (including as a result of a termination of such relationship following the consummation of the transactions contemplated by this Agreement); (xvi) any Labor Agreement; (xvii) any Contract with a Governmental Entity; (xviii) any settlement agreement or similar Contract arising out of any Action asserted by any Person (including any Governmental Entity) against any Company or by the Company against any Person at any time since January 1, 2021 or which has ongoing obligations of any party thereto; (xix) any sales agency, sales representation, distributorship, dealer, account manager, broker, franchise or similar Contract; (xx) any Contract that includes a most favored nation, favored customer, or similar provision “take or pay” provisions, consignment arrangements, agreements to fulfill a Person’s total requirements for goods or services, or similar understanding with a customer or supplier of the Company; and (xxi) any Contract pursuant to which any Company (A) is granted by any Person any license, sublicense, right, consent or non-assertion under or with respect to the Proprietary Rights of any Person, provided, however that licenses for Open Source Software or off-the-shelf Software commercially available on standard terms need not be scheduled or (B) grants to any Person any license, sublicense, right, consent or non-assertion under or with respect to any Proprietary Rights, provided, however that non-exclusive licenses of Owned Proprietary Rights granted by the Company to customers in the ordinary course of business that do not permit further resale or distribution need not be scheduled.

“Net Working Capital” means the excess of the book value of the Companies’ current assets other than Excluded Current Assets over the book value of the Companies’ current liabilities other than Excluded Current Liabilities, in each case as of immediately prior to the Adjustment Time.  Exhibit C sets forth an example showing the calculation of the Target Net Working Capital, which illustrates the line items of the balance sheet and trial balance detail to be included in determining Net Working Capital with any exclusions from such line items noted and the accounting methods, policies, principles, practices and procedures to be used for calculation of the actual Net Working Capital.

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“Open Source Software” means any Software that is, or that contains or is derived in any manner (in whole or in part), from any Software that is distributed as free software, open source software, copyleft software, “freeware” or “shareware” or under similar licensing or distribution models, including Software licensed pursuant to: (i) the GNU General Public License, the GNU Library General Public License, the GNU Lesser General Public License, the Affero General Public License, the Mozilla Public License, the Common Development and Distribution License, the Eclipse Public License, any Creative Commons “sharealike” license, or any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative and listed at http://www.opensource.org/licenses or (ii) any license under which any Software or other materials are distributed or licensed as “free software,” “open source software” or under similar terms.

“Optionholder” means any Person who has been issued Options which are outstanding either on the date of this Agreement or the Closing Date, as the case may be.

“Options” means options issued by the Company to acquire Common Stock which are outstanding either on the date of this Agreement or the Closing Date, as the case may be.

“Option Plans” means the Company’s 2017 Employee Stock Option Plan and the 2017 Director Stock Option Plan.

“Order” means any award, decision, injunction, judgment, order, ruling, writ, decree or verdict entered, issued, made or rendered by any court, administrative agency or other Governmental Entity or arbitrator.

“Owned Real Properties” means those certain parcels of real estate owned in fee by the Companies and described on Schedule 7.7(a)(i), including all improvements, buildings and fixtures located thereon and all appurtenances thereto.

“Parties” means Buyer, Acquisition, the Company and the Stockholders Agent (on behalf of the Stockholders).

“Payoff Debt” means the Debt of the Companies set forth on Exhibit F.

“Percentage Share” means, with respect to each Stockholder, the percentage set forth on Exhibit H.  

“Permitted Liens” means (a) Liens for Taxes, assessments or government charges or levies not yet delinquent, that are being contested in good faith by appropriate proceedings, or may thereafter be paid without penalty, (b) statutory and contractual Liens granted by the Companies to any landlord, lessor or licensor, (c) Liens reflected in the Financial Statements, (d) those Liens reflected on Schedule 7.7(b) as of Closing and marked with an asterisk, (e) mechanic’s, carriers’, workers’, repairers’ and similar statutory Liens arising or incurred in the ordinary course of business for amounts not yet delinquent, and which are not, individually or in the aggregate, material to the Business of the Companies, (f) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation (other than ERISA), (g) bankers’ Liens with respect to cash and cash equivalents on deposit in one or more accounts, in each case arising in the ordinary course of business in favor of the bank or banks with which such accounts are maintained, (h) Liens arising under conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (i) restrictions on sales or transfers of equity securities under applicable securities Laws; and (j) with respect to any Real Properties, in addition to (a)-(i) above, (A) zoning, entitlement, building and other land use and similar laws or regulations imposed by any Governmental Entity having jurisdiction over such Real Properties and any agreements entered into with respect to the same, (B) easements, covenants, conditions, restrictions and other similar matters of record affecting title to the Real Properties which do not materially impair the use or occupancy of such Real Properties in the current operation of the Companies’ businesses, and (C) statutory Liens of landlords for amounts not due and payable, that are being contested in good faith by appropriate proceedings or may thereafter be paid without penalty.

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“Person” means an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization or any Governmental Entity.

“Proprietary Rights” means all of the following items, along with all income, royalties, damages and payments due or payable with respect thereto, including damages and payments for past, present or future infringements or misappropriations thereof, the right to sue and recover for past infringements or misappropriations thereof and any and all corresponding rights that, now or hereafter, may be secured throughout the world: patents, patent applications, patent disclosures and inventions (whether or not patentable and whether or not reduced to practice) and any reissue, continuation, continuation-in-part, division, revision, extension or reexamination thereof; trademarks, service marks, trade dress, logos, domain names, social media accounts, trade names and corporate names together with all goodwill associated therewith; copyrights registered or unregistered and copyrightable works; and all registrations, applications and renewals for any of the foregoing; Software; rights of privacy and publicity; trade secrets and confidential information (including ideas, know-how, research and development information, drawings, specifications, designs, plans, proposals, technical data, financial, business and marketing plans, and customer and supplier lists and related information);  licenses or other agreements to or from third parties regarding the foregoing; and all copies and tangible embodiments of the foregoing (in whatever form or medium).

“R&W Policy” means a representation and warranty insurance policy that is being conditionally bound as of the date hereof, and which binder and attached form of policy are attached hereto as Exhibit E. The R&W Policy shall contain a provision satisfactory to Stockholders Agent providing that the insurer shall have no rights of subrogation (except with respect to Fraud) against the Seller Related Parties (as defined in the R&W Policy) with respect to any Losses (as defined in the R&W Policy) and naming the Seller Related Parties as third party beneficiaries with respect to such waiver.

“Real Properties” means, collectively, the Owned Real Properties and the Leased Real Properties.

“Reeves Property” means Reeves Property (DE), LLC, a Delaware limited liability company.

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“Reference Balance Sheet” has the meaning set forth in Section 4.2(b).

“Related Person” means, with respect to a particular individual, (i) each other member of such individual’s Family, (ii) any Person that is directly or indirectly controlled by such individual or one or more members of such individual’s Family, or (iii) any Person with respect to which such individual or one or more members of such individual’s Family serves as a director, manager, officer, partner, employee, executor or trustee (or in a similar capacity). For purposes of this definition, the “Family” of an individual means the individual’s parents, step-parents, siblings, spouse and issue (including by adoption).

“Release” means any releasing, spilling, leaking, migrating, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, disposing, or dumping or presence of Hazardous Materials into or in the Environment.

“Requisite Approval” has the meaning set forth in Section 5.2(g).

“Sanctioned Person” means, at any time, any Person: (i) listed on any Sanctions-related list of designated or blocked persons; (ii) that is the government of, resident in, or organized under the laws of a country or territory that is the subject of comprehensive restrictive Sanctions (currently, Cuba, Iran, North Korea, Syria, and the Crimea region and so-called Donetsk People’s Republic and Luhansk People’s Republic in Ukraine); or (iii) 50% or more owned (in the aggregate) or controlled by any of the foregoing.

“Sanctions” means economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (i) the United States, (ii) the United Nations Security Council, (iii) the European Union or (iv) the United Kingdom.

“Seller Released Claims” has the meaning set forth in Section 10.12(a).

“Seller Released Parties” has the meaning set forth in Section 10.3(b)(i).  

“Seller Releasing Party” has the meaning set forth in Section 10.12(a).

“Seller Transaction Costs” means the amount representing the sum of all fees and expenses unpaid prior to Closing and incurred by the Companies or the Stockholders Agent in connection with the Merger, this Agreement or the transactions contemplated by this Agreement, including, without limitation, (i) all of the fees and expenses of counsel, investment bankers, brokers, finders, consultants, accountants and other experts incident to the negotiation and preparation of this Agreement and the consummation of the Merger and the other transactions described in this Agreement, including 50% of the fees and expenses of the Escrow Agent required to be paid under the Escrow Agreement, (ii) 50% of the cost of the R&W Policy up to a maximum amount of $200,000, (iii) 50% of the cost of the tail policy pursuant to Section 10.3(a)(vi), and (iv)  the Transaction Payments and the employer portion of any Payroll Taxes associated therewith.  For the avoidance of doubt, Seller Transaction Costs shall exclude (a) the cost of the R&W Policy other than the portion described in clause (ii) above, (b) the cost of the tail policy pursuant to Section 10.3(a)(vi) other than the portion described in clause (iii) above, (c) any Debt, or (d) any current liabilities taken in account in the determination of Net Working Capital (which costs and expenses set forth in subsections (a)-(c) shall be paid by Buyer  as they become due and payable).

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“Series A Preferred Stock” means the authorized preferred stock of the Company designated as “Series A Preferred Stock.”

“Software” means any and all: (a) software (including, firmware) or computer programs of any type, including any and all software implementations of algorithms, models and methodologies, whether in source code, object code or other form; (b) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, development tools, templates, menus, buttons, images, videos, models and icons; (c) data, databases and compilations of data, including any and all data and collections of data, whether machine readable or otherwise; and (d) documentation and other materials related to any of the foregoing, including programmer notes, user manuals and training materials.

“Stockholders” means all holders of Series A Preferred Stock and Common Stock.

“Stockholders Agent Holdback” means Five Hundred Thousand Dollars ($500,000).

“Subsidiaries” means L.B. White Company, LBW Property, and Reeves Property.

“Tail Policy” has the meaning set forth in Section 10.3(a)(vi).

“Target Net Working Capital” means Twenty Six Million Nine Hundred Seventy Two Thousand Dollars ($26,972,000).

“Tax” (and, with correlative meaning, “Taxable”, “Taxing” and “Taxes”) means any (a) federal, state, county, local, municipal, territorial, foreign or other taxes, imposts, assessments, tariffs and levies, including, without limitation, any income, profits, gross receipts, franchise, estimated, alternative minimum, add-on minimum, intangible, production, customs and import duties, sales, use, transfer, registration, value added, excise, natural resources, severance, stamp, occupation, premium, windfall profits, environmental (including under Section 59A of the Tax Code), customs, duties, real property, real property gains, personal property, capital stock, social security, unemployment, disability, payroll, license, employment, withholding, escheat, unclaimed property, recording, rent, or other tax of any kind whatsoever, including any interest, penalties, fines, additions to tax or additional amounts in respect of the foregoing; and (b) liability of any Person for the payment of any amounts of the type described in clause (a) arising as a result of being (or ceasing to be) a member of any “affiliated group” (as that term is defined in Section 1504(a) of the Tax Code) (or being included in any Tax Return relating thereto) or any combined, consolidated or unitary group under any similar provision of state local or foreign Law (or being included in any Tax Return relating thereto); and (c) liability for the payment of any amounts of the type described in clause (a) or (b) as a result of any express or implied obligations to indemnify or otherwise assume or succeed to the liability of any other Person.

“Tax Code” means the Internal Revenue Code of 1986, as amended (including, where applicable, the Internal Revenue Code of 1954, as amended).

“Tax Return” means any return, declaration, report, claim for refund or credit, information return or other document (including any related or supporting schedules, statements or information) filed or required to be filed in connection with the determination assessment or collection of Taxes or the administration of any Legal Requirement relating to any Taxes.

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“Transaction Documents” means this Agreement and the other agreements, certificates, instruments, opinions, or other documents delivered pursuant hereto or thereto or in connection herewith or therewith.

“Transaction Payments” means all sale, transaction, retention, or change in control bonuses or similar bonuses or payments payable or triggered as a result of the consummation of the transactions contemplated by this Agreement.

“Unpaid Pre-Closing Taxes” means, without duplication, unpaid income Taxes of the Companies for the taxable period (or portion thereof) ending on the Closing Date and the immediately preceding taxable period, whether or not such Taxes are due and payable as of the Closing Date and regardless of when such Taxes are payable, in all jurisdictions in which there is a liability for income Taxes (which amount shall equal the sum of such amounts separately calculated for each jurisdiction and Tax period and shall not be less than zero for any jurisdiction or Tax period); provided that, the Unpaid Pre-Closing Taxes shall be determined (A) in accordance with the past practices of the Companies except to the extent changes are required to reflect changes in Legal Requirements or facts since the past applicable Tax filing, (B) to the extent allowed under applicable law at a “more likely than not” or higher level of comfort, by taking into account for the period ending on the Closing Date the Seller Transaction Costs, and (C) by applying the safe harbor election set forth in Internal Revenue Service Revenue Procedure 2011-29, 2011-18 IRB 746 to determine the amount of permitted deductions for any success-based fees that are deductible on the Tax Return for the period ending on the Closing Date. For purposes of determining Unpaid Pre-Closing Taxes, Buyer and the Stockholders Agent shall treat (and shall cause their respective controlled Affiliates to treat) the Closing Date as the last day of the Taxable period during which the Closing occurs.

“WARN Act” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, or any similar Legal Requirements.

“Withholding Amount” means all required federal, state or local income Tax, withholding or Social Security, Medicare, state disability unemployment or similar withholding obligations.

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Exhibit 99.2

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NEWS RELEASE

FOR IMMEDIATE RELEASE

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Modine to Acquire L.B. White, Gaining Market-Leading Heating Technologies Line

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Acquisition further diversifies HVAC offering through addition of portable and agriculture heating solutions

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Racine, Wis., May 30, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, announced that it had entered into a definitive agreement to acquire L.B. White, a leading global provider of specialty heating solutions for the agriculture, construction and special event industries. Modine expects the transaction to close May 31, 2025, subject to customary closing conditions.

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"Acquiring L.B. White is another example of executing on our strategy to expand and further diversify our portfolio with complementary technology that will enable us to achieve our long-term growth objectives,” said Neil D. Brinker, Modine President and CEO. “The L.B. White team brings highly engineered solutions and expertise for end markets that have unique climate requirements. Both L.B. White and our recent acquisition of AbsolutAire align with our vision to solve mission-critical thermal management challenges for our customers and will help us expand into adjacent markets with strong, long-term growth profiles.”

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L.B. White is a leader in specialized heating technology, manufacturing direct-fired forced air, radiant, indirect-fired and electric heating solutions. The company holds a market-leading position in swine and poultry agriculture heating in North America and is one of the top market leaders in portables heating. They are headquartered in Onalaska, Wisconsin, with additional manufacturing and distribution operations in Georgia.

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“Modine has been a pioneer in providing trusted heating solutions for more than 100 years and L.B. White’s product lines align well with our technology expertise,” said Eric McGinnis, President, Climate Solutions at Modine. “The complementary product technologies, additional sales channels and cross-selling opportunities position Modine to meet the evolving needs of our customers with the right product at the right time.”

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L.B. White expects to report revenue of $73.5 million for their fiscal 2025 year ending May 31. Total consideration for the transaction is based on an enterprise value of approximately $112 million. Management expects this acquisition to be immediately accretive to earnings and anticipates generating incremental growth and future cost savings through capturing synergies and deploying Modine's 80/20 operating model. Upon close, L.B. White will be integrated into Modine’s HVAC Technologies product group and the current leadership team will remain in place.

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About Modine

For more than 100 years, Modine has solved the toughest thermal management challenges for mission-critical applications. Our purpose of Engineering a Cleaner, Healthier World™ means we are always evolving our portfolio of technologies to provide the latest heating, cooling, and ventilation solutions. Through the hard work of more than 11,000 employees worldwide, our Climate Solutions and Performance Technologies segments advance our purpose with systems that improve air quality, reduce energy and water consumption, lower harmful emissions, enable cleaner running vehicles, and use environmentally friendly refrigerants.

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Modine is a global company headquartered in Racine, Wisconsin (U.S.), with operations in North America, South America, Europe, and Asia. For more information about Modine, visit modine.com

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Media Contact: pr@modine.com

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Investor Contact:

Kathleen Powers

(262) 636-1687

kathleen.t.powers@modine.com

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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,” “projects,” 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, 2025 and under Forward-Looking Statements in Item 7 of Part II of that same report. Other risks and uncertainties include, but are not limited to, the following: the impact of potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, energy costs, government incentive or funding programs, supply chain challenges or supplier constraints, logistical disruptions, tariffs, sanctions and other trade issues or cross-border trade restrictions; the impact of other economic, social and political conditions, changes and challenges in the markets where we operate and compete, including foreign currency exchange rate fluctuations, changes in interest rates, tightening of the credit markets, recession or recovery therefrom, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties, including the impact on demand for our products and the markets we serve from regulatory and/or policy changes that have been or may be implemented in the U.S. or abroad, including those related to tax and trade, climate change, public health threats, and military conflicts, including the conflicts in Ukraine and in the Middle East and tensions in the Red Sea; the overall health and pricing focus of our customers; changes or threats to the market growth prospects for our customers; our ability to successfully realize anticipated benefits, including improved profit margins and cash flow, from our strategic initiatives and our application of 80/20 principles across our businesses; our ability to be at the forefront of technological advances and the impacts of any changes in the adoption rate of technologies that we expect to drive sales growth; our ability to accelerate growth organically and through acquisitions and successfully integrate acquired businesses; our ability to successfully exit portions of our business that do not align with our strategic plans; our ability to effectively and efficiently manage our operations in response to sales volume changes, including maintaining adequate production capacity to meet demand in our growing businesses while also completing restructuring activities and realizing benefits thereof; our ability to fund our global liquidity requirements efficiently and comply with the financial covenants in our credit agreements; operational inefficiencies as a result of product or program launches, unexpected volume increases or decreases, product transfers and warranty claims; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components and related costs, and our ability to adjust product pricing in response to any such increases; our ability to recruit and maintain talent in managerial, leadership, operational and administrative functions and to mitigate increased labor costs; our ability to protect our proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our information technology systems; costs and other effects of environmental investigation, remediation or litigation and the increasing emphasis on environmental, social and corporate governance matters; our ability to realize the benefits of deferred tax assets; and other risks and uncertainties identified in our public filings with the U.S. Securities and Exchange Commission. Forward-looking statements are as of the date of this press release, and we do not assume any obligation to update any forward-looking statements.

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