Itron plans $600 million convertible notes offering due 2032

Itron Inc. (NASDAQ: ITRI) announced plans to offer $600 million in convertible senior notes due 2032 through a private placement to qualified institutional buyers. The utility technology company also granted initial purchasers an option to buy an additional $90 million in notes during a 13-day period following issuance.

The Liberty Lake, Washington-based company stated that terms including interest rate and initial conversion rate will be determined at pricing. The notes will be offered under Rule 144A of the Securities Act and have not been registered with securities regulators.

Itron expects to enter into capped call transactions with initial purchasers or affiliates to reduce potential dilution from note conversions. These counterparties may engage in derivative transactions and stock purchases around the pricing that could affect share prices.

The company plans to use proceeds to pay for the capped call transactions and repurchase up to $125 million of its common stock in privately negotiated transactions concurrent with the note pricing. Remaining funds will go toward repaying existing convertible notes due 2026 and general corporate purposes.

Itron provides energy and water management technology to utilities and cities. The company cautioned that the announcement does not constitute an offer to sell securities and included standard forward-looking statement disclaimers regarding business risks and uncertainties.

The offering is subject to market conditions and other factors. If the additional notes option is exercised, Itron may enter into corresponding additional capped call transactions.

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