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MOTORS & ARMATURES TO SELL PARTS DIVISION TO CSW INDUSTRIALS FOR $650 MILLION

MWN-AI** Summary

Motors & Armatures (MARS), a company under Platinum Equity, has signed a definitive agreement to sell its parts division, known as MARS Parts, to CSW Industrials for $650 million in cash. This sale, set to finalize before the end of 2025 pending regulatory approvals, also includes an earn-out provision offering up to $20 million based on future revenue goals. MARS Parts is recognized as a leading distributor of HVAC/R components, specializing in parts such as motors and capacitors essential for repair and replacement needs in heating, ventilation, air conditioning, and refrigeration.

This sale follows a period of strategic transformation at MARS since being acquired by Platinum Equity in July 2024. Significant improvements have been implemented, including the acquisition of manufacturing capabilities through Global, the Source, and diversification into new product categories. Additionally, MARS has streamlined operations, achieving cost savings across various sectors.

Philip Windham, CEO of both MARS Parts and the standalone equipment business Heat Controller, expressed confidence in the future of both divisions. While MARS Parts will transition to CSW, Heat Controller—which offers HVAC equipment under established brands like Comfort-Aire—will remain under the guidance of Platinum Equity. Windham highlighted the independent operation of both divisions as facilitating a smooth transition.

Platinum Equity aims to further support Heat Controller's expansion while remaining optimistic about the HVAC sector's long-term prospects. This strategic move allows Platinum to realize a portion of its investment value while enabling MARS Parts to continue its growth under the CSW umbrella.

MWN-AI** Analysis

The recent announcement that Motors & Armatures (MARS) is selling its parts division to CSW Industrials for $650 million signifies a strategic shift that could present investment opportunities for market participants. This transaction, which also includes a potential $20 million earn-out based on future performance, follows MARS's successful transformation under Platinum Equity's investment—marking a significant operational turnaround.

From an investment perspective, this sale is a reflection of MARS's focus on its core competence in HVAC/R equipment and a move to capitalize on the growing demand in this sector. By divesting the parts division, MARS can allocate resources more effectively towards its core business, specifically the Heat Controller division, which has shown promise for future growth.

Investors should evaluate the implications of this transaction on both MARS and CSW Industrials. For CSW Industrials (NYSE: CSW), acquiring MARS Parts enhances its position in the HVAC/R market, aligning with its strategy to expand its product portfolio and customer base. Analysts should keep an eye on how this integration unfolds and the potential synergies that arise from leveraging MARS’s established distribution network.

On the other hand, MARS's commitment to investing in growth could signal robust future performance for the Heat Controller brand. Furthermore, Platinum Equity's hands-on approach to operational transformation suggests that MARS may continue to innovate, providing a solid case for potential long-term gains.

Thus, investors should consider the strategic implications of this acquisition, monitor performance metrics post-transaction, and assess market conditions in the HVAC sector. This deal could enhance both companies’ market positions, indicating the necessity for keen observation in upcoming quarters. Investing in either company may offer valuable exposure to a resurgent HVAC market, reinforced by operational efficiencies and strategic insights that emerge from this transaction.

**MWN-AI Summary and Analysis is based on asking OpenAI to summarize and analyze this news release.

Source: PR Newswire

MOTORS & ARMATURES TO SELL PARTS DIVISION TO CSW INDUSTRIALS FOR $650 MILLION

PR Newswire

Transaction follows significant operational transformation of MARS under Platinum Equity ownership

MARS to continue investing in growth of equipment business

LOS ANGELES , Oct. 1, 2025 /PRNewswire/ -- Platinum Equity portfolio company Motors & Armatures (MARS) today announced it has signed a definitive agreement to sell its parts division ("MARS Parts") to CSW Industrials, Inc. (NYSE: CSW) for $650 million in cash, subject to customary closing adjustments. The transaction also includes an earn-out valued at up to $20 million based on the achievement of revenue targets in the year after closing.

The transaction is expected to close before the end of calendar year 2025, subject to regulatory approval and other conditions.

Headquartered in Hauppauge, New York , MARS is a leading North American distributor of HVAC/R parts, supplies and equipment. MARS Parts specializes in motors, capacitors, and other components and supplies used for HVAC/R repairs and replacements.

The sale does not include the MARS equipment distribution division, which will remain a standalone business in Platinum Equity's portfolio and continue to operate under the name Heat Controller.  Heat Controller offers residential and commercial heating, cooling, and dehumidification equipment under the Comfort-Aire and Century brands.

Since investing in MARS in July 2024 , Platinum Equity has led a comprehensive transformation of the company, including:

  • Completing the strategic acquisition of Global, the Source , bringing US-based in-house manufacturing capabilities to MARS and enhancing the combined company's financial profile
  • Expanding into new product categories such as pads, pans, equipment hangers, float switches, chemicals, and other accessories
  • Driving significant cost savings across procurement, freight, and damage reduction
  • Recruiting a world-class management team from a leading HVAC OEM , led by Philip Windham as CEO

Windham will continue as CEO of Heat Controller following the sale of MARS Parts. He expressed optimism about the future of both divisions.

"We're proud of the progress we've made and grateful to the talented team in our parts division," said Windham. "We'll be cheering for their continued success as part of the CSW family. At the same time, we're energized by the growth ahead for Heat Controller and excited to build on the momentum we've created."

MARS anticipates a smooth transition, as MARS Parts and Heat Controller have operated largely independently.

"Over the past year and a half, we've partnered with the MARS team to transform the business and create significant value," said Platinum Equity Co-President Jacob Kotzubei . "This transaction allows us to realize part of that value while finding a natural home for the parts division at CSW where it can continue to thrive. We remain bullish on the HVAC sector long term and will continue putting our financial and operational resources to work."

Platinum Equity said it will actively support Heat Controller's ongoing expansion.

"We have an outstanding leadership team that is eager to scale and create additional value," said Platinum Equity Managing Director Dan Krasner . "We will continue to diversify and expand Heat Controller's product portfolio and extend the company's reach to new customers, both organically and through strategic M&A."

About Platinum Equity
Founded in 1995 by Tom Gores , Platinum Equity is a global investment firm with approximately $50 billion of assets under management and a portfolio of approximately 60 operating companies that serve customers around the world. Platinum Equity specializes in mergers, acquisitions and operations – a trademarked strategy it calls M&A&O ® – acquiring and operating companies in a broad range of business markets, including manufacturing, distribution, transportation and logistics, equipment rental, metals services, media and entertainment, technology, telecommunications and other industries. Over the past 30 years Platinum Equity has completed more than 500 acquisitions.

Contact :

Dan Whelan
Platinum Equity
dwhelan@platinumequity.com

SOURCE Platinum Equity

FAQ**

What strategic advantages does CSW Industrials Inc. CSW believe it will gain from acquiring the MARS Parts division in terms of market share and product offerings?

CSW Industrials Inc. anticipates that acquiring the MARS Parts division will enhance its market share and diversify product offerings, enabling it to leverage synergies, increase customer reach, and strengthen its competitive positioning in the industrial supply sector.

How does MARS plan to utilize the $650 million from the sale to CSW Industrials Inc. CSW to further grow its remaining equipment distribution business?

MARS plans to reinvest the $650 million from the sale to CSW Industrials Inc. into expanding its remaining equipment distribution business through strategic acquisitions, enhancing operational capabilities, and broadening its product offerings.

What specific financial metrics and revenue targets must CSW Industrials Inc. CSW achieve to unlock the additional $20 million earn-out from the MARS Parts transaction?

CSW Industrials Inc. must achieve specified financial metrics and revenue targets detailed in the MARS Parts transaction agreement, which typically include milestones in revenue growth and profitability, though exact figures require access to the specific terms of the deal.

In what ways will the operational independence of MARS Parts from Heat Controller facilitate a seamless transition post-acquisition by CSW Industrials Inc. CSW?

The operational independence of MARS Parts from Heat Controller will enable streamlined integration into CSW Industrials Inc. by allowing MARS to maintain its established processes and culture while aligning strategically with CSW's broader objectives.

**MWN-AI FAQ is based on asking OpenAI questions about CSW Industrials Inc. (NYSE: CSW).

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