ITRON, INC. (NASDAQ:ITRI) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On January 5, 2018 (the “Acquisition Closing Date”), Itron, Inc. (“Itron”) entered into a second amended and restated credit agreement (the “Credit Agreement”) providing for committed credit facilities (the “Credit Facilities”) in the amount of $1.150 billion.The Credit Agreement consists of a U.S. dollar term loan facility (the “Term Loan”) in the amount of $650 million and a multicurrency revolving credit facility (the “Revolver”) in the committed amount of $500 million. The Credit Agreement amended and restated in its entirety Itron’s amended and restated credit agreement dated June23, 2015 (the “Prior Credit Agreement”).
The initial funding under the Credit Agreement occurred on January 5, 2018, at which time $650 million of the Term Loan was funded, and US $170 million and €55 million (borrowed by a Luxembourg subsidiary of Itron) was advanced under the Revolver.The proceeds of the Credit Facilities were used as part of the financing of the merger consideration for the previously announced acquisition of Silver Spring Networks, Inc. by Itron and to refinance the outstanding indebtedness under the Prior Credit Agreement. In accordance with the provisions of the Credit Agreement, $110 million of the advances under the Revolver was repaid on January8, 2018. The Revolver will be used for working capital and general corporate purposes, as well as a facility for the issuance of letters of credit.
Itron is required to make quarterly principal payments on the Term Loan in the amount of $4.0625 million from June2018 through March 2019, $8.1250 million from June 2019 through March 2020, $12.1875million from June 2020 through March 2021, $16.2500 million from June 2021 through December 2022, and the remainder due at maturity on January 5, 2023. All outstanding principal under the Revolver is due at maturity on January 5, 2023. Principal amounts paid prior to the maturity date may be reborrowed prior to such date.
Interest on the Credit Facilities is based on, at the election of Itron, an index related to LIBOR, EURIBOR (for certain advances on the Revolver in foreign currencies) or the alternate base rate, in each case, plus the applicable margin. The applicable margin is determined by Itron’s total leverage ratio, as are described in Credit Agreement. As of the Acquisition Closing Date, the applicable margin was 2.00% for LIBOR and EURIBOR advances and 1.00% for alternate base rate advances.
The Credit Agreement requires certain of Itron’s domestic subsidiaries to guarantee the obligations of Itron under the Credit Facilities. As of the Acquisition Closing Date, the only Itron subsidiary that guaranteed the Credit Facilities was Itron Networked Solutions, Inc. (formerly Silver Spring Networks, Inc.), which is the entity acquired by Itron on the Acquisition Closing Date. Also on the Acquisition Closing Date, Itron Networked Solutions, Inc. guaranteed Itron’s obligations under Itron’s $300 million 5.00% senior notes due in 2026.
The above description of the Credit Facilities does not purport to be a complete statement of the rights and obligations under the Credit Agreement and is qualified in its entirety by reference to the terms of the Credit Agreement, a copy of which is attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits.
ITRON INC /WA/ ExhibitEX-4.1 2 ex41secondamendedandrestat.htm EXHIBIT 4.1 CREDIT AGREEMENT Exhibit Exhibit 4.1EXECUTION VERSION$1,…To view the full exhibit click here
About ITRON, INC. (NASDAQ:ITRI)
Itron, Inc. (Itron) is a technology and service company. The Company provides solutions that measure, manage, and analyze energy and water use. The Company operates through three segments: Electricity, Gas and Water. The Company is the supplier of electricity metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of gas metering solutions, including standard meters and advanced and smart metering systems. The Company is the supplier of standard and advanced water meters and communication modules. Its solutions include standard meters and advanced and smart metering products, metering systems, and services. It offers product portfolio for applications in the residential and commercial industrial markets for water and heat. It provides a portfolio of products, solutions, software and services to electric, gas, and water utility customers across the globe. The Company operates under the Itron brand across the world.