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) January 29, 2008
ITC HOLDINGS CORP.
(Exact name of Registrant as Specified in its Charter)
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| Michigan
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001-32576
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32-0058047 |
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| (State or other Jurisdiction of
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(Commission File Number)
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(IRS Employer |
| Incorporation)
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Identification No.) |
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| 39500 Orchard Hill Place, Suite 200
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| Novi, Michigan |
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48375 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(248) 374-7100
(Registrant’s Telephone Number, Including Area Code)
N/A
(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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
Revolving Credit Agreement
On January 29, 2008, ITC Midwest LLC (“ITC Midwest”), a wholly-owned subsidiary of ITC Holdings
Corp., entered into a Revolving Credit Agreement (the “Revolving Credit Agreement”) with the banks,
financial institutions and other institutional lenders listed on the respective signature pages
thereof (the “Lenders”), JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and
J.P. Morgan Securities Inc., as sole lead arranger and sole bookrunner. The Revolving Credit
Agreement establishes an unguaranteed, unsecured $50,000,000 (subject to increase to $75,000,000,
as provided in the Revolving Credit Agreement) revolving credit facility under which ITC Midwest
may borrow and issue letters of credit. Funds borrowed may be used for several corporate purposes
(including acquisitions) of ITC Midwest. The Revolving 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 Midwest to
maintain a minimum debt to capitalization ratio of 65%. The Revolving Credit Agreement contains
certain customary events of default for unsecured unguaranteed revolving credit facilities, the
occurrence of which would allow the Lenders to accelerate all outstanding loans. The maturity date
of the Revolving Credit Agreement is January 29, 2013.
All ITC Midwest’s loans made under the Revolving 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 prime rate or 0.50% above the federal funds rate, in each case subject to adjustments based
on rating.
The foregoing description of the Revolving Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the full text of the Revolving Credit Agreement. A copy
of the Revolving Credit Agreement is attached hereto as Exhibit 10.63 and incorporated herein by
reference as though fully set forth herein.
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 Midwest and its affiliates for which they have in the past received,
and may in the future receive, customary fees. In addition, an affiliate of Lehman Brothers Inc.,
one of the Lenders under the Revolving Credit Facility, acted as ITC Holdings Corp.’s financial
advisor in connection with ITC Midwest’s December 2007 acquisition of the electric transmission and
related assets of Interstate Power and Light Company.
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| Item 2.03. |
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CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT. |
The information set forth above under Item 1.01 of this Current Report on Form 8-K is incorporated
herein by reference.