Itron, Inc. Reports Material Definitive Agreement and Equity Sales

TL;DR

ITRN inked a material deal and sold some stock, watch for financial shifts.

AI Summary

On June 14, 2024, Itron, Inc. entered into a Material Definitive Agreement related to a direct financial obligation. The company also reported on unregistered sales of equity securities and other events. Specific details regarding the financial obligation and equity sales are not fully elaborated in this summary.

Why It Matters

This filing indicates Itron, Inc. has entered into a significant financial agreement and has engaged in equity transactions, which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement and financial obligations, which inherently carry financial risks, alongside unregistered equity sales that can affect share dilution.

Key Players & Entities

• Itron, Inc. (company) — Registrant
• June 14, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $700,000,000 — Initial Purchasers"), to issue and sell $700,000,000 principal amount of its 1.375% Converti
• $105.0 million — ption") to purchase up to an additional $105.0 million aggregate principal amount of 1.375% Co
• $1,000 — 's common stock, without par value, per $1,000 principal amount of Notes (which is equ
• $131.24 — itial conversion price of approximately $131.24 per share). The conversion rate of the
• $100.0 million — f the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are
• $109.0 million — id an aggregate amount of approximately $109.0 million to the Counterparties for the Capped Ca
• $131 — erlying the Notes, at a strike price of $131.2353, subject to customary adjustments.
• $205.86 — ped Call Transactions will initially be $205.86 per share, which represents a premium o

Filing Documents

• d124505d8k.htm (8-K) — 40KB
• d124505dex41.htm (EX-4.1) — 649KB
• d124505dex101.htm (EX-10.1) — 198KB
• d124505dex102.htm (EX-10.2) — 55KB
• d124505dex991.htm (EX-99.1) — 14KB
• d124505dex992.htm (EX-99.2) — 17KB
• g124505snap1.jpg (GRAPHIC) — 2KB
• 0001193125-24-165689.txt ( ) — 1298KB
• itri-20240614.xsd (EX-101.SCH) — 3KB
• itri-20240614_lab.xml (EX-101.LAB) — 17KB
• itri-20240614_pre.xml (EX-101.PRE) — 11KB
• d124505d8k_htm.xml (XML) — 3KB

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. No. Description 4.1 Indenture, dated as of June 21, 2024, by and between Itron, Inc. and U.S. Bank Trust Company, National Association, as trustee 4.2 Form of 1.375% Convertible Senior Note due 2030 (included in Exhibit 4.1) 10.1 Form of Capped Call Confirmation 10.2 Amendment No. 8, dated June 14, 2024, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties thereto, and Wells Fargo Bank, National Association, as administrative agent 99.1 Press Release dated June 17, 2024 announcing the offering of the Notes 99.2 Press Release dated June 17, 2024 announcing the pricing of the Notes 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Itron, Inc. Date: June 21, 2024 By: /s/ Joan S. Hooper Joan S. Hooper Senior Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR