Itron(US:ITRI) Globenewswire·2026-02-24 02:59Core Viewpoint - Itron, Inc. has announced a private offering of $700 million in 0.00% convertible senior notes due 2032, increasing from a previously announced $600 million, with an option for initial purchasers to buy an additional $105 million [1][7] Group 1: Offering Details - The notes will not bear regular interest and will mature on March 15, 2032, unless converted, redeemed, or repurchased earlier [2] - The initial conversion rate is set at 8.0793 shares per $1,000 principal amount, equating to a conversion price of approximately $123.77 per share, which is a 30% premium over the last reported sale price of $95.21 on February 23, 2026 [2] - The notes can be converted by holders only during specific periods before December 15, 2031, and at any time thereafter until the maturity date [2] Group 2: Redemption and Repurchase - The notes are redeemable at the company's option starting March 20, 2030, if the stock price exceeds 130% of the conversion price for a specified period [3] - Holders can require the company to repurchase their notes at 100% of the principal amount plus any accrued interest upon a "fundamental change" [3] Group 3: Capped Call Transactions - The company has entered into capped call transactions to reduce potential dilution upon conversion of the notes, with an initial cap price of $190.42 per share [4] - These capped call transactions may lead to increased market price volatility for the common stock and the notes [5][6] Group 4: Use of Proceeds - The company estimates net proceeds from the offering to be approximately $681.1 million, which may increase to $783.3 million if the option for additional notes is fully exercised [7] - Approximately $80.7 million of the proceeds will be used for capped call transaction costs, and $100 million will be allocated for repurchasing 1,050,309 shares of common stock [7] - Remaining proceeds will be used for repaying existing convertible senior notes due 2026 and for general corporate purposes [7]