Motors & Armatures to Sell Parts Division to CSW Industrials for $650 Million

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) - 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.

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