|
Date of Report (Date of Earliest Event Reported)
|
|
(Exact Name of Registrant as Specified in its Charter)
|
|
|
|
||
(State or Other Jurisdiction
of Incorporation)
|
(Commission File No.)
|
(IRS Employer
Identification No.)
|
|
(Address of Principal Executive Offices, Zip Code)
|
(
|
(Registrant's Telephone Number, Including Area Code)
|
(Former Name or Former Address, if Changed Since Last Report)
|
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
||
|
|
–
|
Extended the maturity date from January 5, 2023 to October 18, 2024.
|
–
|
Re-amortized the balance of the Term Loans based upon an annual amortization schedule that is 5% of the principal balance for the first two
years, and 7.5% of the principal balance for the remaining three years, as of the effective date of the First Amendment, payable quarterly.
|
–
|
Modified the pricing grid as follows: (1) the spreads over the LIBOR and Prime indices and the percentage of the Commitment Fee will be based
upon the Total Net Leverage Ratio, as opposed to Total Leverage Ratio; and (2) certain modifications were made to the covenant levels and percentages in the pricing grid.
|
–
|
Certain financial covenants were modified such that the Total Net Leverage Ratio and the Secured Net Leverage Ratio were modified to remove the
$100 million cap on the amount of cash and cash equivalents that can be netted against Indebtedness.
|
–
|
The basket for add-backs in the calculation of Consolidated EBITDA for non-recurring cash expenses related to certain acquisitions and
restructurings increased from $60 million to $100 million.
|
–
|
Clarified the treatment and calculations of certain items under U.S. GAAP.
|
–
|
Certain baskets for covenants related to Indebtedness, Liens, Dispositions, and Investments were either reset, increased, or both, each as
reflected more specifically in the First Amendment.
|
(d) | Exhibits | |
Exhibit Number
|
Description
|
|
ITRON, INC.
|
||
By:
|
/s/ SARAH E. HLAVINKA
|
|
Dated: October 24, 2019
|
Sarah E. Hlavinka
|
|
Senior Vice President, General Counsel and Corporate Secretary
|
Level
|
Total Net Leverage Ratio
|
Eurocurrency Margin & LOC Fee
|
Base Rate Margin
|
Commitment Fee
|
I
|
Less than or equal to 2.00 to 1.00
|
1.00%
|
0.00%
|
0.150%
|
II
|
Greater than 2.00 to 1.00 but less than or equal to 2.50 to 1.00
|
1.25%
|
0.25%
|
0.175%
|
III
|
Greater than 2.50 to 1.00 but less than or equal to 3.50 to 1.00
|
1.50%
|
0.50%
|
0.200%
|
IV
|
Greater than 3.50 to 1.00
|
1.75%
|
0.75%
|
0.250%
|
DATE
|
SCHEDULED REPAYMENT
|
|||
December 31, 2019
|
$
|
7,343,750.00
|
||
March 31, 2020
|
$
|
7,343,750.00
|
||
June 30, 2020
|
$
|
7,343,750.00
|
||
September 30, 2020
|
$
|
7,343,750.00
|
||
December 31, 2020
|
$
|
7,343,750.00
|
||
March 31, 2021
|
$
|
7,343,750.00
|
||
June 30, 2021
|
$
|
7,343,750.00
|
||
September 30, 2021
|
$
|
7,343,750.00
|
||
December 31, 2021
|
$
|
11,015,625.00
|
||
March 31, 2022
|
$
|
11,015,625.00
|
||
June 30, 2022
|
$
|
11,015,625.00
|
||
September 30, 2022
|
$
|
11,015,625.00
|
||
December 31, 2022
|
$
|
11,015,625.00
|
||
March 31, 2023
|
$
|
11,015,625.00
|
||
June 30, 2023
|
$
|
11,015,625.00
|
||
September 30, 2023
|
$
|
11,015,625.00
|
||
December 31, 2023
|
$
|
11,015,625.00
|
||
March 31, 2024
|
$
|
11,015,625.00
|
||
June 30, 2024
|
$
|
11,015,625.00
|
||
September 30, 2024
|
$
|
11,015,625.00
|
||
Maturity Date
|
$396,562,500.00, or the remaining outstanding amount of the Term Loans
|
|||
The outstanding principal amount of the Term Loans and all accrued but unpaid interest and other amounts payable with respect to the Term Loans shall be repaid on the Maturity Date. |
ITRON, INC.
|
||
By /S/ ROBERT FARROW
|
||
Name: Robert Farrow
|
||
Title: VP of Treasury and Business Strategy
|
ITRON NETWORKED SOLUTIONS, INC.
|
||
By /S/ ROBERT FARROW
|
||
Name: Robert Farrow
|
||
Title: Treasurer
|
ITRON METERING SOLUTIONS LUXEMBOURG
|
||
By /S/ JOEL VACH
|
||
Name: Joel Vach
|
||
Title: Manager
|
ITRON GLOBAL
|
||
By /S/ ROBERT FARROW
|
||
Name: Robert Farrow
|
||
Title: Manager
|
WELLS FARGO BANK, NATIONAL
ASSOCIATION, as Administrative Agent, a
U.S. Issuing Lender, a Multicurrency
Issuing Lender, a U.S. Swingline Lender
and a Lender
|
||
By /S/ JESSY HUMMEL
|
||
Name: Jessy Hummel
|
||
Title: VP
|
JPMORGAN CHASE BANK, N.A., as a
U.S. Issuing Lender, a Multicurrency
Issuing Lender, a Multicurrency Swingline
Lender and a Lender
|
||
By /S/ LYNN M BRAUN
|
||
Name: Lynn M Braun
|
||
Title: Executive Director
|
J.P. MORGAN EUROPE LIMITED, as a Multicurrency Issuing Lender
|
||
By /S/ ALTAN KAYAALP
|
||
Name: Altan Kayaalp
|
||
Title: Executive Director
|
J.P. MORGAN SECURITIES PLC, as a Multicurrency Swingline Lender
|
||
By /S/ ALTAN KAYAALP
|
||
Name: Altan Kayaalp
|
||
Title: Executive Director
|
J.P. MORGAN AG, as a Multicurrency Issuing Lender and a Multicurrency Swingline Lender
|
||
By /S/ ANN KATHRYN REINWALD
|
||
/S/MICHEL REUTER | ||
Name: Ann Kathryn Reinwald Michel Reuter
|
||
Title: Executive Director Vice President
|
BNP PARIBAS, as a Multicurrency Issuing Lender and a Lender
|
||
By /S/ AADIL ZUBERI
|
||
Name: Aadil Zuberi
|
||
Title: Vice President
|
||
By /S/ BILAL NIZAMI
|
||
Name: Bilal Nizami
|
||
Title: Vice President
|
SILICON VALLEY BANK, as a U.S. Issuing Lender, a Multicurrency Issuing Lender and a Lender
|
||
By /S/ JACKSON MORROW
|
||
Name: Jackson Morrow
|
||
Title: Vice President
|
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
BANK OF THE WEST
|
||
By /S/ LENI PRECIADO
|
||
Name: Leni Preciado |
||
Title: Director Market Manager |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
BMO Harris Bank N.A.
|
||
By | /s/ Josh Hovermale |
|
Name: Josh Hovermale | ||
Title: Director |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
Citibank, N.A.
|
||
By | /s/ Hans Lin |
|
Name: Hans Lin | ||
Title: Senior Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
CITIZENS BANK, N.A |
||
By | /s/ A. Paul Dawley |
|
Name: A. Paul Dawley | ||
Title: Senior Vice President |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
Fifth Third Bank
|
||
By | /s/ Shane Johnson |
|
Name: Shane Johnson | ||
Title: Director |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
HSBC BANK USA, NATIONAL ASSOCIATION
|
||
By | /s/ Mire Levy |
|
Name: Mire Levy | ||
Title: Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
ING Bank N.V., Dublin Branch
|
||
By | /s/ Padraig Matthews |
|
Name: Padraig Matthews | ||
Title: Director |
For institutions that require a second signature: | ||
By
|
||
/s/ Rosemary Healy |
||
|
Name: Rosemary Healy | |
|
Title: Vice President |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
ING Bank a Branch of ING-DiBa AG
|
||
By | /s/ Nikola Kopp |
|
Name: Nikola Kopp | ||
Title: Director |
For institutions that require a second signature: | ||
By
|
||
/s/ Ingo Steen |
||
|
Name: Ingo Steen | |
|
Title: Vice-President |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
KEYBANK NATIONAL ASSOCIATION
|
||
By | /s/ TAD L. STAINBROOK |
|
Name: Tad L. Stainbrook |
||
Title: Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution: MUFG Union Bank, N.A.
|
||
By | /s/ Meng Zhang | |
Name: Meng Zhang |
||
Title: Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
PNC BANK, NATIONAL ASSOCIATION
|
||
By | /s/ Jennifer L. Shafer | |
Name: Jennifer L. Shafer |
||
Title: Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
TD Bank, N.A.
|
||
By | /s/ Matthew Waszmer | |
Name: Matthew Waszmer |
||
Title: Senior Vice President |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
TD Bank, N.A. as Servicing Agent for TD Bank
|
||
USA, N.A. |
||
By | /s/ Matthew Waszmer | |
Name: Matthew Waszmer |
||
Title: Senior Vice President |
LENDERS
SIGNATURE PAGE TO AMENDMENT NO. 1
TO THE SECOND AMENDED AND
RESTATED CREDIT AGREEMENT DATED AS
OF JANUARY 5, 2018, AMONG ITRON, INC.,
THE FOREIGN BORROWERS AND
GUARANTORS PARTY THERETO, THE
LENDERS AND ISSUING LENDERS PARTY
THERETO AND WELLS FARGO BANK,
NATIONAL ASSOCIATION, AS
ADMINISTRATIVE AGENT
|
||
Name of Institution:
|
||
U.S. Bank National Association
|
||
By | /s/ Kurban H. Merchant | |
Name: Kurban H. Merchant |
||
Title: Vice President |
For institutions that require a second signature: | ||
By
|
||
|
Name: | |
|
Title: |
Document and Entity Information |
Oct. 18, 2019 |
---|---|
Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Oct. 18, 2019 |
Entity Registrant Name | ITRON, INC. |
Entity Incorporation, State or Country Code | WA |
Entity File Number | 000-22418 |
Entity Tax Identification Number | 91-1011792 |
Entity Address, Address Line One | 2111 N. Molter Road |
Entity Address, City or Town | Liberty Lake |
Entity Address, State or Province | WA |
Entity Address, Postal Zip Code | 99019 |
City Area Code | 509 |
Local Phone Number | 924-9900 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Entity Emerging Growth Company | false |
Entity Central Index Key | 0000780571 |
Title of 12(b) Security | Common stock |
Trading Symbol | ITRI |
Security Exchange Name | NASDAQ |
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