Itron prices $700M zero-coupon convertible notes due 2032, upsized; concurrent $100M share repurchase

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

On May 8, 2026, Knight-Swift Transportation Holdings Inc. (the "Company") completed its previously announced private offering (the "Offering") of $1.5 billion aggregate principal amount of 1.00% Convertible Senior Notes due 2031

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

additional $25 million in aggregate principal amount of the Notes (together with the “Initial Notes,” the “Notes”), bringing the total aggregate principal amount of the Notes to $250 million. On June 2, 2026, the Company completed the private offering of the Notes. The Notes are senior unsecured obligations of the Company. The net proceeds from this offering were

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

On May 22, 2026, the Company entered into a Securities Purchase Agreement with Auctus Fund, LLC (“Auctus”), pursuant to which the Company issued and sold a Promissory Note in the principal amount of $130,000 (the “Auctus Note”).

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

The first Convertible Debenture (the “First Debenture”) in the principal amount of $20,000,000 was issued on May 7, 2026.

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

The issuance of the Notes in the aggregate original principal amount of $2,500,000 constitutes the creation of a direct financial obligation of the Company. The Notes bear interest at 12.0% per annum, mature on February 4, 2027

This filing

On February 26, 2026, the Company entered into an indenture with U.S. Bank Trust Company, National Association, as trustee, relating to the issuance by the Company of the Notes (the “Indenture”).

Comparable filing

Concurrently with the Notes offering, the Issuer refinanced its existing senior secured dollar-denominated term loan facility due 2030 (the “ 2030 Term Loan Facility ”) with a new senior secured dollar-denominated term loan facility in an aggregate principal amount of approximately $2,750.0 million (the “ 2033 Refinancing Term Loan Facility ” and, together with the existing revolving credit facility, the “ Senior Secured Credit Facilities ”).

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

Item 1.01. Entry into a Material Definitive Agreement. On May 27, 2026 (the " Closing Date "), BlackRock TCP Capital Corp. (the " Company "), through its subsidiary, completed a $535,780,000 securitization of certain loans held by a subsidiary of the Company (the " CLO Transaction "). On the Closing Date and in connection with the CLO Transaction, BlackRock DLF 2026-C

This filing

On February 23, 2026, Itron, Inc. (the “Company”) entered into a purchase agreement (the “Purchase Agreement”) with J.P. Morgan Securities LLC, as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), to issue and sell $700.0 million principal amount of its 0.00% Convertible Senior Notes due 2032 (the “Firm Notes”)

Comparable filing

The Amendment provides for, among other things, a new tranche of term loans under the Credit Agreement in an aggregate original principal amount of $868,522,978.38 (the “New Term Loans”), which New Term Loans replace or refinance in full all of the existing term loans outstanding under the Credit Agreement (as in effect immediately prior to the Amendment), as further set forth in the Amendment. The New Term Loans mature on December 6, 2030.