Itron, Inc. (NasdaqGS:ITRI) signed a definitive agreement to acquire Silver Spring Networks, Inc. (NYSE:SSNI) from Foundation Capital IV, L.P., FC IV Active Advisors Fund LLC and other fund(s) managed by Foundation Capital and affiliates, Warren M. Weiss and others for approximately $940 million on September 17, 2017. Itron will acquire all outstanding shares of Silver Spring for $16.25 per share in cash. Each unvested Silver Spring option that has a per share exercise price that is less than the merger consideration, and that is held by a current service provider (other than a non-employee member of the Board of Directors of Silver Spring), will be assumed by Itron and converted into and become an option to acquire common stock of Itron. Each Silver Spring option that has a per share exercise price that is less than the merger consideration and that either vested or unvested held by an non-employee member of the Board of Directors of Silver Spring, will not be assumed by Itron and will be cancelled in exchange for a payment of an amount in cash equal to the product of the aggregate number of Silver Spring Shares subject to such Silver Spring option multiplied by the excess of the merger consideration over the applicable per share exercise price of such vested Silver Spring option. Each Silver Spring option, whether vested or unvested, that has a per share exercise price that is equal to or greater than the merger consideration, will become vested and exercisable by the holder thereof and, each such Silver Spring option will, to the extent not exercised as of the effective time of the merger, be cancelled at the effective time of the merger with no payment made therefor. Each unvested Silver Spring restricted stock unit (RSU) that is held by a current service provider (other than Silver Spring RSUs held by a non-employee member of the board of directors of Silver Spring) will be assumed by Itron and be converted into a restricted stock unit to receive, a number of Itron shares equal to the number of Silver Spring Shares that were subject to such Silver Spring RSU multiplied by the exchange ratio. Each vested Silver Spring RSU and each unvested Silver Spring RSU held by a non-employee member of the Board of Directors of Silver Spring will not be assumed by Itron and will be converted into the right to receive the merger consideration in cash. Each Silver Spring performance stock units (PSU) granted during 2015 that is outstanding as of immediately prior to the effective time of the merger will terminate without the payment of any consideration therefor and the holders of such terminated Silver Spring 2015 PSUs shall cease to have any rights with respect thereto. For each Silver Spring PSU granted during 2017, that is outstanding will be have the right to receive the merger consideration in cash. Itron plans to finance the transaction using a combination of cash and approximately $750 million in incremental new debt. In connection with the agreement, Itron entered into a debt commitment letter with Wells Fargo Bank, National Association, WF Investment Holdings, LLC and Wells Fargo Securities, LLC pursuant to which, among other things, the parties have committed to provide Itron with senior secured credit facilities in an aggregate principal amount of $1,102.5 million and an unsecured bridge loan facility in an aggregate principal amount of $350 million to refinance Itron’s existing credit facilities, if necessary, and to finance, in part, the acquisition of Silver Spring. Fully committed financing has been provided by Wells Fargo. On December 5, 2017, Itron commenced a private offering of $300 million aggregate principal amount of senior notes due 2025. Itron intends to use the net proceeds together with cash on hand and borrowings under Itron's senior credit facilities, to fund the merger consideration of the Silver Spring, refinance existing Company indebtedness and Silver Spring indebtedness and pay fees and expenses in connection with the foregoing. Silver Spring will operate as a wholly-owned subsidiary of Itron. In the event of termination of the transaction, Silver Spring shall pay to Itron a termination fee of $32.3 million. Simultaneously with the execution of the agreement, entities affiliated with Foundation Capital and Warren M. Weiss executed and delivered to Itron a voting agreement, under which these stockholders of Silver Spring agreed, with respect to both their currently held and after-acquired Silver Spring Shares, among other things, to vote in favor of, and otherwise support, the merger and adoption of the merger agreement. The transaction is subject to customary closing conditions, the expiration or termination of any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, regulatory approvals and the approval of Silver Spring’s stockholders. As of December 5, 2017, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 expired without a request for additional information by the Federal Trade Commission. The transaction has been unanimously approved by Board of Directors of Silver Spring and Itron. On January 3, 2018, the deal has been approved by the stockholders of Silver Spring. The deal was expected to close in late 2017 or early 2018. As of December 5, 2017, the deal is expected to close in early 2018. As on January 3, 2018, the transaction is expected to close on or about January 4, 2018. The acquisition is expected to have a positive impact on Itron’s long-term growth rate, be accretive to gross margin in the first year and be accretive to non-GAAP EPS and adjusted EBITDA margin in year two, excluding one-time, transaction-related costs. Centerview Partners and Credit Suisse Group AG (SWX:CSGN) acted as financial advisors, Daniel Mitz and Jonn R. Beeson of Jones Day acted as legal advisors for Itron, Inc. Evercore acted as financial advisor to Silver Spring. Dave Healy, Gordy Davidson, David Michaels, Rob Freedman, Bomi Lee, Niki Fang, Stephen Fisher, Maureen Montgomery, Caroline Wells, Noah Johnson, Kyle Canchola, Amy Zhang, Mark Ostrau, Ashley Walter, Stuart Meyer, Michael Riskin, Justin Baumli, Scott Spector, Marshall Mort, Mona Clee, Hans Andersson, Andrew Kim and David de Ruig of Fenwick & West LLP acted as legal advisor to Silver Spring. Innisfree M&A Incorporated acted as proxy solicitor while Computershare Trust Company, N.A. acted as transfer agent for Silver Spring. Evercore will receive an opinion fee of $1.5 million, regardless of the conclusion reached therein, which was earned upon delivery of its fairness opinion and which is fully creditable, to the extent previously paid, against any transaction fee payable and a transaction fee, comprised of a success fee and a discretionary component, currently estimated to total approximately $9.4 million, which Evercore will earn subject to and upon the consummation of the merger. Innisfree M&A will receive a fee equal to $15,000 plus reasonable out-of-pocket expenses for its services. Stuart Rogers of Alston & Bird LLP acted as legal advisor to Credit Suisse. Itron, Inc. (NasdaqGS:ITRI) completed the acquisition of Silver Spring Networks, Inc. (NYSE:SSNI) from Foundation Capital IV, L.P., FC IV Active Advisors Fund LLC and other fund(s) managed by Foundation Capital and affiliates, Warren M. Weiss and others for approximately $940 million on January 5, 2018. Silver Spring Networks ceased trading from the NYSE effective January 5, 2018. In connection with the transaction, Silver Spring Networks terminated the employment of Michael Bell, President and Chief Executive Officer, Phillippe Gaglione, Executive Vice President, Research and Development and Aysegul Ildeniz, Chief Operating Officer of Silver Spring Networks. In addition, Catriona Fallon will transition out of the Chief Financial Officer role with Silver Spring Networks, effective as of January 5, 2018, and will remain with Silver Spring Networks as Senior Vice President, Segment Head of Marketing. Tom Deitrich became President, Robert Farrow became Treasurer and Shannon Votava became Secretary of Silver Spring Networks. Michael Bell, Thomas R. Kuhn, Scott Lang, Jonathan Schwartz, Richard A Simonson, Laura D’Andrea Tyson, Peter Van Camp, Warren Weiss and Thomas Werner resigned from their positions from the board of Silver Spring Networks while Joel Vach, Chris Hartman and Robert Farrow became the directors of Silver Spring Networks.