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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): March 29, 2007
ITC HOLDINGS CORP.
(Exact Name of Registrant as Specified in its Charter)
Commission File Number: 001-32576
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Michigan
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32-0058047 |
(State of Incorporation)
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(IRS Employer Identification No.) |
39500 Orchard Hill Place, Suite 200, Novi, Michigan 48375
(Address of principal executive offices) (zip code)
(Registrants telephone number, including area code): (248) 374-7100
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))
TABLE OF CONTENTS
Item 1.01 Entry Into a Material Definitive Agreement
On March 29, 2007, ITC Holdings Corp. ( ITC Holdings) entered into a Revolving Credit
Agreement (the ITCH Credit Agreement), dated as of March 29, 2007, with the banks, financial
institutions and other institutional lenders listed on the respective signature pages thereof
(Lenders), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders (as defined
therein), Comerica Bank, Credit Suisse, Cayman Islands Branch and Lehman Brothers Bank, FSB, as
co-syndication agents, and J.P. Morgan Securities Inc., as sole lead arranger and sole bookrunner.
The ITCH Credit Agreement establishes an unguaranteed, unsecured revolving credit facility under
which ITC Holdings may borrow and issue letters of credit up to $125,000,000 (subject to increase
to $150,000,000, as provided in the ITCH Credit Agreement). Funds borrowed may be used for general
corporate purposes of ITC Holdings and its subsidiaries. The ITCH Credit Agreement contains
covenants that: (a) place limitations on liens; mergers, consolidations, liquidations and sales of
all or substantially all assets; dividends; and sale leaseback transactions and (b) require ITC
Holdings to maintain a minimum debt to capitalization ratio of 75% (subject to increase to 85% in
certain circumstances). The ITCH Credit Agreement contains customary representations and
warranties and events of default. The maturity date of the ITCH Credit Agreement is March 29,
2012. With the consent of Lenders holding a majority of the commitments under the ITCH Credit
Agreement, ITC Holdings may extend the maturity date of the ITCH Credit Agreement for up to two
additional one-year periods. A copy of the ITCH Credit Agreement is attached hereto as Exhibit
10.58 and incorporated herein by reference.
At ITC Holdings option, loans under the ITCH Credit Agreement will bear interest at a rate
equal to LIBOR plus an applicable margin of 0.625% or at a base rate, which is defined as the
higher of the Administrative Agents prime rate or 0.5% above the federal funds rate, in each case
subject to adjustments based on ratings and commitment utilization.
Additionally, on March 29, 2007, International Transmission Company (ITC) and Michigan
Electronic Transmission Company, LLC (METC), each a wholly-owned subsidiary of ITC Holdings,
entered into a Revolving Credit Agreement (the ITC/METC Credit Agreement), dated as of March 29,
2007, with the banks, financial institutions and other institutional lenders listed on the
respective signature pages thereof (Lenders), JPMorgan Chase Bank, N.A., as administrative agent
for the Lenders (as defined therein), Comerica Bank, Credit Suisse, Cayman Islands Branch and
Lehman Brothers Bank, FSB, as co-syndication agents, and J.P. Morgan Securities Inc., as sole lead
arranger and sole bookrunner. The ITC/METC Credit Agreement establishes an unguaranteed, unsecured
revolving credit facility under which ITC may borrow and issue letters of credit up to $80,000,000
(subject to increase to $105,000,000 as provided in the ITC/METC Credit Agreement) and METC may
borrow and issue letters of credit up to $35,000,000 (subject to increase to $60,000,000 upon the
occurrence of certain regulatory events and subject to further increase to $85,000,000 as provided
in the ITC/METC Credit Agreement). Funds borrowed may be used for general corporate purposes of
ITC and METC and their respective subsidiaries. The ITC/METC Credit Agreement contains covenants
that: (a) place limitations on liens; mergers, consolidations, liquidations and sales of all or
substantially all assets; dividends; and sale leaseback transactions and (b) require each of ITC
and METC to maintain a minimum debt to capitalization ratio of 65%. The ITC/METC Credit Agreement
contains customary representations and warranties and events of default. The maturity date of the
ITC/METC Credit Agreement is March 29, 2012. With the consent of Lenders holding a majority of the
commitments under the ITC/METC Credit Agreement, ITC and METC may extend the maturity date of the
ITC/METC Credit Agreement for up to two additional one-year periods. A copy of the ITC/METC Credit
Agreement is attached hereto as Exhibit 10.59 and incorporated herein by reference.
At ITCs option, loans made to ITC under the ITC/METC Credit Agreement will bear interest at a
rate equal to LIBOR plus an applicable margin of 0.35% or at a base rate, which is defined as the
higher of the Administrative Agents prime rate or 0.5% above the federal funds rate, in each case
subject to adjustments based on ratings and commitment utilization. At METCs option, loans made
to METC under the ITC/METC Credit Agreement will bear interest at a rate equal to LIBOR plus an
applicable margin of 0.45% or at a base rate, which is defined as the higher of the Administrative
Agents prime rate or 0.5%
above the federal funds rate, in each case subject to adjustments based on ratings and commitment
utilization.
The foregoing descriptions of each credit agreement do not purport to be complete and are
qualified in their entirety by reference to the full text of those documents.
In the ordinary course of their respective businesses, certain of the Lenders and their
respective affiliates have engaged, and may in the future engage, in commercial banking and/or
investment banking transactions with ITC Holdings and its affiliates for which they have in the
past received, and may in the future receive, customary fees. Credit Suisse was an underwriter of
ITC Holdings offering in February 2007 of 6,826,287 shares of common stock.
Credit Suisse, Lehman Brothers, Comerica Securities and JPMorgan were underwriters of ITC
Holdings offering in October 2006 of $255,000,000 5.875% Senior Notes due 2016 and $255,000,000
6.375% Senior Notes due 2036. Credit Suisse and Lehman Brothers were also underwriters of ITC
Holdings offering in October 2006 of 11,250,000 shares of common stock.
Item 1.02 Termination of a Material Definitive Agreement
On March 29, 2007, ITC Holdings terminated the Revolving Credit Agreement dated as of March
19, 2004, among ITC Holdings, the banks, financial institutions listed on the signature pages
thereof, and Canadian Imperial Bank of Commerce, as administrative agent, Credit Suisse First
Boston, Cayman Islands Branch as documentation agent and joint lead arranger, and CIBC World
Markets Corp., as joint lead arranger (the Prior ITCH Facility). The representations and
warranties, events of default, and certain other terms of the Prior ITCH Facility are substantially
similar to the provisions contained in the ITCH Credit Agreement.
On March 29, 2007, ITC terminated the Revolving Credit Agreement dated as of July 16, 2003,
among ITC, the banks, financial institutions listed on the signature pages thereof, and Canadian
Imperial Bank of Commerce, as administrative agent, and Credit Suisse First Boston, Cayman Islands
Branch as documentation agent and joint lead arranger (the Prior ITC Facility). The
representations and warranties, events of default, and certain other terms of the Prior ITC
Facility are substantially similar to the provisions contained in the ITC/METC Credit Agreement.
On March 29, 2007, METC terminated the Revolving Credit Agreement dated as of December, 2003,
among METC, the banks, financial institutions listed on the signature pages thereof, and JPMorgan
Chase Bank, N.A., as administrative agent, and Comerica Bank, as syndication agent.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 9.01 Financial Statements and Exhibits
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10.58 |
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Revolving Credit Agreement (ITCH Credit Agreement) dated as of March 29, 2007 |
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10.59 |
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Revolving Credit Agreement (ITC/METC Credit Agreement) dated as of March 29, 2007 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
April 4, 2007
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ITC HOLDINGS CORP.
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By: |
/s/ Daniel J. Oginsky
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Daniel J. Oginsky |
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Its: Vice President, General Counsel and
Secretary |
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