Item 1.01 Entry into a Material Definitive Agreement.
On October 13, 2023, Itron, Inc. (Itron) entered into Amendment No. 7 to Credit Agreement (the Amendment), which amends Itron's Second Amended and Restated
Credit Agreement, dated as of January 5, 2018 (as amended, the Credit Agreement), among Itron, as borrower, the lenders from time to time thereto and Wells Fargo Bank, National Association, as administrative agent (the Administrative Agent).
The Amendment amends the Credit Agreement to extend the maturity date to October 18, 2026. However, in the event that any of Itron’s convertible notes due in
March 2026 (the “Convertible Notes”) are outstanding on December 14, 2025, then the credit facilities under the Credit Agreement mature on December 14, 2025 or any business day thereafter in the event that Itron’s Liquidity is less than an amount
equal to (a) the outstanding balance of the Convertible Notes, minus (b) funds that are held in escrow to repay the Convertible Notes. As used above, Liquidity means sum of (x) Itron’s consolidated unrestricted and unencumbered cash and cash
equivalents, plus (y) $60,000,000, minus (z) the outstanding borrowings under the Credit Agreement.
In addition, the Amendment revises the interest cost, as follows:
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Total Net Leverage Ratio
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Interest Cost
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Commitment Fee
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Greater than 4.00
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SOFR + 250 bps
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40 bps
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3.51 to 4.00
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SOFR + 225 bps
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35 bps
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2.51 to 3.50
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SOFR + 200 bps
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30 bps
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Less than or equal to 2.50
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SOFR + 175 bps
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25 bps
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The Administrative Agent and the other lenders have engaged in, and may in the future engage in, other commercial dealings in the ordinary course of business
with Itron or its affiliates. The Administrative Agent and the other lenders thereto have received, or may in the future receive, customary fees and commissions for such transactions.
The borrowing capacity under the multi-currency revolving line of credit within the Credit Agreement continues in the amount of $500 million.
The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is attached as Exhibit 10.1 hereto and
incorporated herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit
Number
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Description |
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| 10.1 |
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Amendment No. 7, dated October 13, 2023, to the Credit Agreement, dated January 5, 2018 among Itron, Inc. and certain foreign borrowers, guarantors, lenders and issuing parties thereto, and Wells Fargo Bank, National Association, as administrative agent. (filed with this report) |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ITRON, INC. | |
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By: |
/s/ JOAN S. HOOPER |
| Dated: October 16, 2023 |
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Joan S. Hooper |
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Senior Vice President and Chief Financial Officer |