Itron Plans to Offer $600M Convertible Notes

Itron intends to commence a private offering, subject to market and other conditions, of $600M aggregate principal amount of convertible senior notes due 2032 to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. The Company intends to grant the initial purchasers of the Notes an option to purchase, for settlement during a 13-day period beginning on, and including, the first day the Notes are issued, an additional $90M aggregate principal amount of Notes. The terms of the Notes, including the interest rate, initial conversion rate and other terms, will be determined at the pricing of the offering. In connection with the pricing of the Notes, the Company expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their affiliates and/or other financial institutions. The capped call transactions are expected generally to reduce the potential dilution to the Company's common stock upon any conversion of the Notes and/or offset any cash payments it is required to make in excess of the principal amount of converted Notes, as the case may be, in the event that the market price of the common stock is greater than the strike price of the capped call transactions, with such reduction and/or offset subject to a cap. If the initial purchasers exercise their option to purchase additional Notes, the Company may enter into additional capped call transactions with the Capped Call Counterparties.