By Abigail W. Adams
Portland, Me., March 10 – Itron Inc. priced $400 million of five-year convertible notes after the market close on Tuesday at par with a coupon of 0% and an initial conversion premium of 40%, according to a company news release.
Pricing came in line with talk for a fixed coupon of 0% and at the rich end of talk for an initial conversion premium of 35% to 40%, according to a market source.
J.P. Morgan Securities LLC and Wells Fargo Securities LLC were bookrunners for the Rule 144A offering, which carries a greenshoe of $60 million.
The notes are non-callable until March 20, 2024 and then subject to a 130% hurdle.
They are callable upon a fundamental change. There is dividend protection.
Concurrently, the company priced a secondary offering of 3.9 million shares at a price of $90.00 per share. The secondary offering carries a greenshoe of 600,000 shares.
In connection with the offering, the company entered into convertible note hedge and warrant transactions. The strike price on the warrant transactions is $180, which represents a premium of 100% over the last reported sales price of stock.
Proceeds will be used to cover the cost of the hedge transactions and redeem its 5% senior notes due 2026 at a price of 102.5.
Itron is a Liberty Lake, Wash.-based energy and water resource management technology company.
| Issuer: | Itron Inc.
|
| Securities: | Convertible senior notes
|
| Amount: | $400 million
|
| Greenshoe: | $60 million
|
| Maturity: | March 15, 2026
|
| Bookrunners: | J.P. Morgan Securities LLC and Wells Fargo Securities LLC
|
| Coupon: | 0%
|
| Price: | Par
|
| Yield: | 0%
|
| Conversion premium: | 40%
|
| Conversion price: | $126
|
| Conversion rate: | 7.9365
|
| Call options: | Non-callable until March 20, 2024 and then subject to a 130% hurdle
|
| Put options: | Upon a fundamental change
|
| Pricing date: | March 9
|
| Settlement date: | March 12
|
| Distribution: | Rule 144A
|
| Talk: | Fixed coupon of 0% and initial conversion premium of 35% to 40%
|
| Stock symbol: | Nasdaq: ITRI
|
| Stock price: | $90.00 in concurrent offering
|
| Market capitalization: | $3.79 billion
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