UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): December 11, 2009
ITC Holdings Corp.
(Exact name of registrant as specified in its charter)
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Michigan
(State or other jurisdiction
of incorporation)
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001-32576
(Commission
File Number)
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32-0058047
(I.R.S. Employer
Identification No.) |
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27175 Energy Way, Novi, Michigan
(Address of principal executive offices)
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48377
(Zip Code) |
Registrant’s telephone number, including area code: 248-946-3000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Issuance of Senior Notes
On December 11, 2009, ITC Holdings Corp. (the “Company”) issued $200,000,000 aggregate principal
amount of its 5.500% Senior Notes due January 15, 2020 (the “Senior Notes”) in a private placement
in reliance on exemptions from registration under the Securities Act of 1933, as amended (the
“Securities Act”). The Senior Notes were sold by the Company to Credit Suisse Securities (USA)
LLC, J.P. Morgan Securities Inc. and other initial purchasers (collectively, the “Initial
Purchasers”) pursuant to a Purchase Agreement (the “Purchase Agreement”) dated December 8, 2009,
pursuant to which the Company agreed to sell the Senior Notes at the closing subject to
satisfaction of customary terms and conditions specified in the Purchase Agreement.
The Senior Notes were issued under the Company’s Indenture (the “Original Indenture”), dated as of
July 16, 2003, between The Bank of New York Mellon Trust Company, N.A. (f.k.a. The Bank of New York
Trust Company, N.A., as successor to BNY Midwest Trust Company), as trustee (the “Trustee”), as
supplemented by the Fourth Supplemental Indenture thereto, dated as of December 11, 2009, between
the Company and the Trustee (the “Fourth Supplemental Indenture” and, together with the Original
Indenture, the “Indenture”). The Senior Notes are unsecured.
Interest on the Senior Notes is payable semi-annually in arrears on January 15 and July 15 of each
year, commencing on July 15, 2010 at a fixed rate of 5.500% per annum. The Company may redeem some
or all of the Senior Notes at any time at a “Make Whole Price” equal to the greater of (1) 100% of
the principal amount of the Senior Notes being redeemed and (2) the sum of the present values of
the remaining scheduled principal and interest payments on the Senior Notes discounted to the
redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined in the Indenture),
plus, in each case, accrued and unpaid interest on the Senior Notes to, but not including, the
redemption date. The principal amount of the Senior Notes is payable on January 15, 2020.
The Senior Notes and the Indenture restrict the Company’s and its subsidiaries’ ability to engage
in sale and lease-back transactions and incur liens and the Company’s ability to engage in
consolidations or mergers or sell substantially all of its assets. These covenants are subject to
a number of important qualifications and limitations.
The Senior Notes are (i) equal in right of payment to the Company’s existing and future unsecured
senior indebtedness, including the Company’s existing senior notes and any amounts outstanding
under the Company’s revolving credit facility, (ii) senior in right of payment to the Company’s
future subordinated indebtedness, and (iii) effectively subordinated in right of payment to the
existing and future indebtedness and other obligations of the Company’s subsidiaries.
The Senior Notes and the Indenture contain customary events of default, including, among other
things, payment default, covenant default and certain cross-default provisions linked to the
payment of other indebtedness of the Company or certain of its subsidiaries.
The Senior Notes were offered only to qualified institutional buyers pursuant to Rule 144A and
Regulation S under the Securities Act. The Senior Notes have not been, and will not be, registered
under the Securities Act and are subject to restrictions on transferability and resale.
The foregoing description of the Indenture does not purport to be a complete statement of the
parties’ rights and obligations under such agreements. The foregoing description of the Indenture
is qualified in its entirety by reference to the Original Indenture, which was filed as Exhibit 4.3
to the Company’s Registration Statement on Form S-1 (File No. 333-123657) and the Fourth
Supplemental Indenture, which is attached hereto as Exhibit 4.25, and incorporated herein by
reference.
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This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer
to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
Use of Proceeds
The Company intends to use the net proceeds of this offering of Senior Notes, which it estimates
will be approximately $196.7 million after deducting discounts and commissions and estimated
offering expenses, to repay the $100.0 million outstanding under the Company’s term loan, to repay
$94.4 million outstanding under its revolving credit facility and for general corporate purposes,
including funding capital expenditures.
Certain of the Initial Purchasers and their affiliates have provided from time to time various
financial advisory, investment banking and commercial banking services for the Company and its
affiliates, for which they have received customary fees and reimbursement of expenses. Certain of
the Initial Purchasers and their affiliates may in the future provide similar services. Affiliates
of certain of the Initial Purchasers in this offering are lenders to the Company under its term
loan and revolving credit facility, and will receive their pro rata share of the net proceeds of
this offering used to repay the term loan and revolving credit facility, as applicable.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by
this reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Description |
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4.25
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Fourth Supplemental Indenture, dated as of December 11, 2009,
between ITC Holdings Corp. and The Bank of New York Mellon
Trust Company, N.A. (f.k.a. The Bank of New York Trust
Company, N.A., as successor to BNY Midwest Trust Company) as
trustee |
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