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ITC > SEC Filings for ITC > Form 8-K on 4-Jun-2014All Recent SEC Filings

Show all filings for ITC HOLDINGS CORP.



Entry into a Material Definitive Agreement, Creation of a Direct Financial Obl

Item 1.01 Entry into a Material Definitive Agreement

Pursuant to the terms and conditions of the Underwriting Agreement, dated as of May 28, 2014 (the "Underwriting Agreement"), between ITC Holdings Corp. (the "Company") and Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named therein, the Company issued, on June 4, 2014, $400.0 million aggregate principal amount of 3.65% Senior Notes due 2024 (the "Notes"). The Notes were issued under the Second Supplemental Indenture, dated as of June 4, 2014, 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 Second Supplemental Indenture and the form of Note is filed as an exhibit hereto and is incorporated herein by reference.

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.

No.                                      Description

4.1        Second Supplemental Indenture, dated as of June 4, 2014 between the
           Company and the Trustee

4.2        Form of 3.65% Senior Note due 2024 (included in Exhibit 4.1 hereto)

5.1        Opinion of Dykema Gossett PLLC

5.2        Opinion of Simpson Thacher & Bartlett LLP

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

23.2       Consent of Simpson Thacher & Bartlett LLP (included in Exhibit 5.2)

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