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| ITC > SEC Filings for ITC > Form 8-K on 23-Dec-2008 | All Recent SEC Filings |
23-Dec-2008
Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl
Securities pursuant to any Event of Default; and all amounts are automatically
accelerated pursuant to any reorganization, bankruptcy or insolvency Event of
Default.
The above description of the METC Indenture does not purport to be a complete
statement of the parties' rights and obligations thereunder. Such description is
qualified in its entirety by reference to the Fourth Supplemental Indenture, a
copy of which is attached to this Current Report on Form 8-K as Exhibit 4.22,
and which is incorporated herein by reference.
ITC Midwest First Mortgage Bonds, Series B and Series C
On December 22, 2008, ITC Midwest LLC ("ITC Midwest"), a wholly-owned subsidiary
of ITC Holdings Corp., issued $40,000,000 aggregate principal amount of 7.12%
First Mortgage Bonds, Series B due 2017 (the "Series B Bonds") and $35,000,000
aggregate principal amount of 7.27% First Mortgage Bonds, Series C due 2020 (the
"Series C Bonds"; and, together with the Series B Bonds, the "ITC Midwest
Bonds") in a private placement in reliance on an exemption from registration
under the Securities Act of 1933.
The ITC Midwest Bonds were issued under ITC Midwest's first mortgage and deed of
trust (the "First Mortgage and Deed of Trust"), dated January 14, 2008, between
The Bank of New York Mellon Trust Company, N.A., as successor to The Bank of New
York Trust Company, N.A., as trustee (the "Trustee"), as supplemented by the
second supplemental indenture thereto, dated as of December 15, 2008, between
ITC Midwest and the Trustee (the "Second Supplemental Indenture" and, together
with the First Mortgage and Deed of Trust, the "Midwest Indenture"). The ITC
Midwest Bonds are secured by a first mortgage lien on substantially all of ITC
Midwest's real and tangible personal property equally with all other securities
theretofore or thereafter issued under the First Mortgage and Deed of Trust,
with such exceptions as described in, and such releases as permitted by, the
Midwest Indenture.
Interest on the Series B Bonds is payable semi-annually on June 30 and
December 30 of each year, commencing on June 30, 2009 at a fixed rate of 7.12%
per annum. Interest on the Series C Bonds is payable semi-annually on June 30
and December 30 of each year, commencing on June 30, 2009 at a fixed rate of
7.27% per annum. ITC Midwest may redeem the ITC Midwest Bonds, in whole or in
part, in an amount not less than $5,000,000 in aggregate principal amount in the
case of a partial redemption, at any time or from time to time with not less
than 30 nor more than 60 days' prior notice at a redemption price equal to the
sum of (a) 100% of the principal amount of such ITC Midwest Bonds, (b) accrued
and unpaid interest thereon to the redemption date and (c) a make-whole amount,
if any, determined using a discount rate of treasuries plus 50 basis points. The
principal amount of the Series B Bonds is payable on December 22, 2017 and the
principal amount of the Series C Bonds is payable on December 22, 2020.
The ITC Midwest Bonds and the Midwest Indenture contain events of default
customary for such a transaction, including, without limitation, failure to pay
interest on any Security (as defined in the Midwest Indenture) for 5 days after
becoming due; failure to pay principal on any Security when due; failure to
comply with material covenants contained in the Midwest Indenture, subject to a
10-day cure period; failure to comply with other covenants contained in the
Midwest Indenture and the other financing agreements relating to the offering of
the ITC Midwest Bonds,
. . .
(d) Exhibits
Exhibit No. Description
4.22 Fourth Supplemental Indenture, dated as of December 11, 2008, between
Michigan Electric Transmission Company, LLC and The Bank of New York
Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank), as
trustee
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Exhibit No. Description
4.23 Second Supplemental Indenture, dated as of December 15, 2008, between
ITC Midwest LLC and The Bank of New York Mellon Trust Company, N.A.
(as successor to The Bank of New York Trust Company, N.A.), as trustee
99.1 Third Supplemental Indenture, dated as of November 25, 2008, between
Michigan Electric Transmission Company, LLC and The Bank of New York
Mellon Trust Company, N.A., (as successor to JPMorgan Chase Bank) as
trustee
99.2 ITC Holdings Corp. Press Release, dated December 22, 2008
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