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ITC > SEC Filings for ITC > Form 8-K on 3-Jul-2013All Recent SEC Filings

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Form 8-K for ITC HOLDINGS CORP.


3-Jul-2013

Entry into a Material Definitive Agreement, Termination of a Material Definiti


Item 1.01 Entry into a Material Definitive Agreement

Pursuant to the terms and conditions of the Underwriting Agreement, dated as of June 26, 2013 (the "Underwriting Agreement"), between ITC Holdings Corp. (the "Company") and Morgan Stanley & Co. LLC, Credit Suisse Securities (USA) LLC, Deutsche Bank Securities Inc. and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein, the Company issued, on July 3, 2013, $250.0 million aggregate principal amount of its 4.05% Senior Notes due 2023 (the "2023 Notes") and $300.0 million aggregate principal amount of its 5.30% Senior Notes due 2043 (the "2043 Notes" and, together with the 2023 Notes, the "Notes"). The Notes were issued under the First Supplemental Indenture, dated as of July 3, 2013, between the Company and Wells Fargo Bank, National Association, as trustee (the "Trustee"), to the Indenture, dated as of April 18, 2013, between the Company and the Trustee.

A copy of each of the Supplemental Indenture, the form of 2023 Note and the form of 2043 Note is filed as an exhibit hereto and is incorporated herein by reference.



Item 1.02. Termination of a Material Definitive Agreement

On July 3, 2013, in connection with the issuance of the Notes, the Company repaid in full all outstanding loans, together with interest and all other amounts due in connection with such repayment, under the Term Loan Credit Agreement, dated as of August 23, 2012, among the Company and the various financial institutions and other persons from time to time parties thereto as lenders, JPMorgan Chase Bank, N.A., as administrative agent for the Lenders, J.P. Morgan Securities LLC, Barclays Bank PLC, Deutsche Bank Securities, Inc. and Wells Fargo Securities, LLC, as joint lead arrangers and joint bookrunners, Barclays Bank PLC and Deutsche Bank Securities, Inc., as syndication agents and Wells Fargo Bank, National Association, as documentation agent.



Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant

The disclosures set forth in Item 1.01 pertaining to the Notes are incorporated by reference herein.




Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit
No.                                     Description

4.1        First Supplemental Indenture, dated as of July 3, 2013 between the
           Company and the Trustee

4.2        Form of 4.05% Senior Note due 2023 (included in Exhibit 4.1 hereto)

4.3        Form of 5.30% Senior Note due 2043 (included in Exhibit 4.1 hereto)

5.1        Opinion of Dykema Gossett PLLC

23.1       Consent of Dykema Gossett PLLC (included in Exhibit 5.1)


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