Itron Upsizes $700M 0% Convertible Notes at $123.77 Conversion Price
Itron priced an upsized $700 million 0% convertible senior notes offering due March 15, 2032, up from $600 million and granted a $105 million option. The notes convert at 8.0793 shares per $1,000 (about $123.77 per share, a 30% premium) and include capped‐call hedges with a $190.42 cap price.
1. Offering Details
Itron increased its private offering of 0.00% convertible senior notes to $700 million from $600 million, granting initial purchasers a $105 million option. The offering is expected to settle on February 26, 2026, with the notes maturing on March 15, 2032, unless earlier converted or redeemed.
2. Conversion Features
Each $1,000 principal amount converts into 8.0793 shares of common stock, reflecting an initial conversion price of approximately $123.77 per share, a 30% premium over the last reported sale price. Holders may convert only during specified periods before December 15, 2031, and at any time thereafter until two trading days before maturity.
3. Redemption and Repurchase Provisions
The notes are redeemable at Itron’s option for cash after March 20, 2030, if the common stock price exceeds 130% of the conversion price for a designated period. In the event of a fundamental change, holders can require repurchase at 100% of principal plus accrued interest, if any.
4. Capped-Call Transactions
Itron entered capped-call transactions with initial purchasers to offset potential dilution, initially set with a $190.42 cap price. Counterparties may hedge via derivatives or share purchases, which could influence the common stock or note prices around the offering.