ITC Holdings Corp. (Form: 8-K, Received: 05/16/2014 17:07:55)

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): May 16, 2014

ITC HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-32576

Michigan		32-0058047
(State of Incorporation)		(IRS Employer Identification No.)

27175 Energy Way, Novi, Michigan 48377

(Address of principal executive offices) (zip code)

(248) 946-3000

(Registrant’s telephone number, including area code)

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))

Item 1.01 Entry into a Material Definitive Agreement.

On May 16, 2014, ITC Holdings Corp. (the “Company”) announced that it had received, as of 5:00 p.m., New York City time, on May 15, 2014 (the “Early Tender and Consent Expiration Date”), tenders (and associated consents) from the holders of approximately $115.7 million aggregate principal amount (representing approximately 45.4%) of its 5.875% Senior Notes due 2016 (the “2016 Senior Notes”) and approximately $54.7 million aggregate principal amount (representing approximately 21.4%) of its 6.375% Senior Notes due 2036 (the “2036 Senior Notes” and, together with the 2016 Senior Notes, the “Notes”), and consents (without tenders) from the holders of approximately $106.7 million aggregate principal amount (representing approximately 41.9%) of its 2016 Senior Notes and approximately $170.5 million aggregate principal amount (representing approximately 66.9%) of its 2036 Senior Notes, in connection with the previously announced cash tender offer for any and all of the Notes and the related solicitation of consents to proposed amendments that modify certain of the covenants applicable to the Notes contained in the indenture dated as of July 16, 2003 and a supplemental indenture dated as of October 10, 2006 (together, the “Indenture”) governing the Notes.

The proposed amendments to the Indenture and the Notes would modify certain of the covenants applicable to the Notes as follows:

· to clarify that the predecessor trustee would not have any responsibility or liability for the action or any inaction of successor trustee;

· to require the authenticating agent, if such authenticating agent has or acquires any conflicting interest as defined in Section 310(b) of the Trust Indenture Act, to take action as is prescribed in said Section 310(b);

· to state that the trustee is not responsible or liable for any failure or delay in the performance of its obligations arising out of or caused by forces beyond its control;

· to amend the scope of the “Permitted Encumbrances” under the Indenture to include liens to secure indebtedness issued under any mortgage bond indenture or other similar document that secures indebtedness of any subsidiary by creating liens on the assets of such subsidiary rather than solely International Transmission Company; and

· to update the scope of the Company’s reporting obligations to account for the Company’s status as a public reporting company.

In total, ITC Holdings announced that it had received tenders and associated consents from the holders of approximately $170.3 million aggregate principal amount (representing approximately 33.4%) of its Notes and consents (without tenders) from the holders of approximately $277.3 million aggregate principal amount (representing approximately 54.4%) of its Notes. The cash tender offer and the consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated May 2, 2014 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the tender offer and the consent solicitation.

On May 16, 2014, the Company and The Bank of New York Mellon Trust Company, N.A., f.k.a. The Bank of New York Trust Company, N.A. (as successor to BNY Midwest Trust Company), as trustee, executed a supplemental indenture (the “Supplemental Indenture”) to the Indenture implementing the proposed amendments. The Supplemental Indenture became effective upon execution, but the proposed amendments to the Indenture will not become operative until the Payment Date (as defined in the Offer to Purchase), upon the Company’s purchase of the tendered Notes and payment for the consents received pursuant to the terms and conditions described in the Offer to Purchase and the related letter of transmittal and consent.

The Supplemental Indenture is filed as Exhibit 4.1 to this Current Report on Form 8-K and the description of the material terms of the Supplemental Indenture is qualified in its entirety by reference to such exhibit, which is incorporated herein by reference.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth under “Item 1.01 Entry into a Material Definitive Agreement” of this Current Report on Form 8-K with respect to the Company’s entry into the Supplemental Indenture is hereby incorporated into this Item 3.03 by reference.

Item 8.01 Other Events.

On May 16, 2014, the Company issued a press release announcing its receipt of requisite consents pursuant to the Offer to Purchase. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.		Description

4. 1		Fifth Supplemental Indenture, dated May 16, 2014, between ITC Holdings Corp. and The Bank of New York Mellon Trust Company, N.A. (f.k.a. The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), as Trustee.

99.1		Press release, dated May 16, 2014, announcing the receipt of requisite consents pursuant to the Offer to Purchase.

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.

	ITC HOLDINGS CORP.

Date: May 16, 2014	By:	/s/ Daniel J. Oginsky
		Daniel J. Oginsky
		Senior Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.		Description

4.1		Fifth Supplemental Indenture, dated May 16, 2014, between ITC Holdings Corp. and The Bank of New York Mellon Trust Company, N.A. (f.k.a. The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), as Trustee.

99.1		Press release, dated May 16, 2014, announcing the receipt of requisite consents pursuant to the Offer to Purchase.

Exhibit 4.1

ITC HOLDINGS CORP.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

as Trustee

Fifth Supplemental Indenture

Dated as of May 16, 2014

Supplemental to the Indenture dated as of July 16, 2003

and

Second supplemental Indenture dated as of October 10, 2006

5.875% Senior Notes Due 2016

6.375% Senior Notes Due 2036

FIFTH SUPPLEMENTAL INDENTURE, dated as of May 16, 2014 (herein called the “Fifth Supplemental Indenture”), between ITC Holdings Corp., a corporation duly organized and existing under the laws of the State of Michigan (hereinafter called the “Company”), and The Bank of New York Mellon Trust Company, N.A. (f.k.a. The Bank of New York Trust Company, N.A., as successor to BNY Midwest Trust Company), as Trustee under the Indenture referred to below (hereinafter called the “Trustee”).

WITNESSETH:

WHEREAS, the Company and the Trustee have heretofore executed and delivered that certain Indenture, dated as of July 16, 2003 (the “Base Indenture”), as amended and supplemented by the second supplemental indenture, dated as of October 10, 2006 (together with the Base Indenture, the “Indenture”);

WHEREAS, on October 10, 2006, the Company issued $255,000,000 in aggregate principal amount of its 5.875% Senior Notes due 2016 (the “2016 Senior Notes”) and $255,000,000 in aggregate principal amount of its 6.375% Senior Notes due 2036 (the “2036 Senior Notes” and, together with the 2016 Senior Notes, the “Notes”);

WHEREAS, $255,000,000 in aggregate principal amount of the 2016 Senior Notes and $255,000,000 in aggregate principal amount of the 2036 Senior Notes are currently outstanding;

WHEREAS, Section 9.2 of the Indenture provides that, with the consent of Holders (as defined in the Indenture) of a majority in aggregate principal amount of the Notes then outstanding (voting together as a class), the Company and the Trustee may enter into an indenture supplemental to the Indenture to, for the purpose of amending or supplementing the Indenture or the Notes (subject to certain exceptions);

WHEREAS, the Company has: (i) offered to purchase for cash any and all of the outstanding Notes (the “Offer”) and (ii) solicited (the “Consent Solicitation”) consents (the “Consents”) to amend the Indenture to modify certain of the covenants applicable to the Notes contained in the Indenture (collectively, the “Proposed Amendments”), upon the terms and subject to the conditions set forth in the offer to purchase and consent solicitation statement, dated May 2, 2014 (as it may be amended or supplemented, the “Offer to Purchase”), and in the related letter of transmittal and consent (as it may be amended or supplemented, which together with the Offer to Purchase, constitute the “Offer”);

WHEREAS, in connection with the Offer, the Company will, upon satisfaction of certain conditions set forth in the Offer to Purchase, pay an aggregate cash payment equal to $1,117.39 per $1,000 aggregate principal amount of 2016 Senior Notes and $1,243.27 per $1,000 aggregate principal amount of 2036 Senior Notes (together, the “Total Consideration”), which comprises (a) $1,087.39 per $1,000 principal amount of the 2016 Senior Notes for which such Notes are validly tendered and unrevoked or $1,213.27 per $1,000 principal amount of the 2036 Senior Notes for which such Notes are validly tendered and unrevoked (together, the “Tender Offer Consideration”) and (b) $30.00 per $1,000 principal amount of the Notes for which consents to the Proposed Amendments are validly delivered and unrevoked to D.F. King & Co., Inc. (the “Depositary”) on behalf of the Holders who delivered such valid and unrevoked tenders and consents on or prior to 5:00 P.M., New York City time, on May 15, 2014 (the “Consent Expiration Date”). In addition, the Company will, upon satisfaction of certain conditions set forth in the Offer to Purchase, pay an aggregate cash payment equal to $2.50 per $1,000 aggregate principal amount of Notes for which consents to the Proposed Amendments are validly delivered and unrevoked to the Depositary on behalf of the Holders who delivered such valid and unrevoked consents without tendering Notes on or prior to the Consent Expiration Date (the “Consent Payment”);

WHEREAS, the Company’s ability to effect the Proposed Amendments is conditioned upon, among other things, the Proposed Amendments to the Indenture set forth herein having been approved by the requisite consents (and this Fifth Supplemental Indenture in respect thereof having been executed and delivered), with such Proposed Amendments shall cease to be operative if the Company does not pay the Total Consideration, the Tender Offer Consideration or the Consent Payment, as applicable, to the Depositary or, upon the Depositary’s instructions, The Depository Trust Company on behalf of the Holders;

WHEREAS, the Company desires and has requested the Trustee to join with it in entering into this Fifth Supplemental Indenture for the purpose of amending the Indenture and the Notes in certain respects as permitted by Section 9.2 of the Indenture, all action on the part of the Company necessary to authorize the execution and delivery of this Fifth Supplemental Indenture has been duly taken;

WHEREAS, (1) the Company has received the consent of the Holders of at least a majority in aggregate principal amount of the outstanding Notes (voting together as a class), all as certified by an Officers’ Certificate delivered to the Trustee simultaneously with the execution and delivery of this Fifth Supplemental Indenture, (2) the Company has delivered to the Trustee simultaneously with the execution and delivery of this Fifth Supplemental Indenture an Opinion of Counsel stating that the execution of this Fifth Supplemental Indenture is authorized or permitted by the Indenture as contemplated by Section 9.3 of the Indenture and (3) the Company have satisfied all other conditions required under Article 9 of the Indenture to enable the Company and the Trustee to enter into this Fifth Supplemental Indenture.

NOW, THEREFORE, THIS FIFTH SUPPLEMENTAL INDENTURE WITNESSETH:

That in consideration of the premises, each party hereby agrees, for the benefit of the others and for the equal and ratable benefit of the Holders of the Notes, as follows:

ARTICLE ONE

DEFINITIONS

Except to the extent such terms are otherwise defined in this Fifth Supplemental Indenture or the context clearly requires otherwise, all terms used in this Fifth Supplemental Indenture which are defined in the Indenture, have the meanings assigned to them therein.

ARTICLE TWO

AMENDMENTS TO INDENTURE AND NOTES

Section 2.1 Amendments to Section 1.1 of the Base Indenture. The text of Section 1.1 of the definition of “First Mortgage Indenture” contained in Section 1.1 of the Base Indenture is hereby deleted in its entirety and replaced with the following:

“First Mortgage Indentures” means, collectively, (i) the First Mortgage and Deed of Trust, dated as of July 15, 2003, between International Transmission Company and BNY Midwest Trust Company (succeeded by The Bank of New York Trust Company, N.A.), as trustee, (ii) the First Mortgage Indenture, dated as of December 10, 2003, between Michigan Electric Transmission Company, LLC and JPMorgan Chase Bank (succeeded by The Bank of New York Trust Company, N.A.), as trustee, (iii) the First Mortgage and Deed of Trust, dated as of January 14, 2008, between ITC Midwest LLC and The Bank of New York Trust Company, N.A. (succeeded by The Bank of New York Mellon Trust Company, N.A.), as trustee, and (iv) any mortgage bond indenture or other document similar to (i) through (iii) above that secures indebtedness of any Subsidiary by creating Liens on the assets of such Subsidiary similar to those created by (i) through (iii) above, and in the case of each of (i) through (iv) above, as the same may be amended, supplemented or otherwise modified and in effect from time to time.

In addition, Section 1.1 of the Base Indenture is amended by deleting from such Section those defined terms and section references that, by virtue of the amendments effected by this Fifth Supplemental Indenture, are no longer used in the Indenture or the Notes as amended hereby.

Section 2.2 Modification of Section 6.11 of the Base Indenture. The last paragraph of Section 6.11 of the Base Indenture is deleted in its entirety and replaced with the following:

No successor Trustee with respect to any series of Securities shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible with respect to that series under this Article 6. No Person who serves as Trustee shall have any responsibility or liability for the action or any inaction of a successor Trustee.

Section 2.3 Modification of Section 6.14 of the Base Indenture. The first paragraph of Section 6.14 of the Base Indenture is deleted in its entirety and replaced with the following:

From time to time the Trustee may appoint one or more Authenticating Agents with respect to one or more series of Securities with power to act on the Trustee’s behalf and subject to its direction in the authentication and delivery of Securities of such series or in connection with transfers and exchanges under Sections 3.4, 3.5, 3.6 and 11.7 hereof as fully to all intents and purposes as though the Authenticating Agent had been expressly authorized by those Sections of this Indenture to authenticate and deliver Securities of such series. For all purposes of this Indenture, the authentication and delivery of Securities by an Authenticating Agent pursuant to this Section 6.14 shall be deemed to be the authentication and delivery of such Securities “by the Trustee”. Each such Authenticating Agent shall be acceptable to the Company and shall at all times be a Corporation organized and doing business under the laws of the United States, any state thereof or the District of Columbia, authorized under such laws to exercise corporate trust powers, having a combined capital and surplus of at least $50,000,000 and subject to supervision or examination by Federal, state or District of Columbia authority. If such Corporation publishes reports of condition at least annually pursuant to law or the requirements of such authority, then for the purposes of this Section 6.14 the combined capital and surplus of such Corporation shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section 6.14, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section 6.14. If the Authenticating Agent has or shall acquire any conflicting interest, as defined in Section 310(b) of the Trust Indenture Act, with respect to Securities of any series, the Authenticating Agent shall take action as is required pursuant to said Section 310(b).

Section 2.4 Insertion of Section 6.15 to the Base Indenture. The following language is inserted as Section 6.15 of the Base Indenture:

Section 6.15 Force Majeure. In no event shall the Trustee be responsible or liable for any failure or delay in the performance of its obligations hereunder arising out of or caused by, directly or indirectly, forces beyond its control, including, without limitation, strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, nuclear or natural catastrophes or acts of God, and interruptions, loss or malfunctions of utilities, communications or computer (software and hardware) services; it being understood that the Trustee shall use reasonable efforts which are consistent with accepted practices in the banking industry to resume performance as soon as practicable under the circumstances.

Section 2.5 Modification of Section 10.9(c) of the Base Indenture. The text of Section 10.9(c) of the Base Indenture is deleted in its entirety and replaced with the following:

Liens to secure Indebtedness issued under any First Mortgage Indenture;

Section 2.6 Modification of Section 10.11 of the Base Indenture. The text of Section 10.11 of the Base Indenture is deleted in its entirety and replaced with the following:

(a) The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall file with the Trustee, within 15 days after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) which the Company files with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; or, if the Company is not required to file information, documents or reports pursuant to either of said Sections, then it shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such of the supplementary and periodic information, documents and reports which may be required pursuant to Section 13 of the Exchange Act in respect of a security listed and registered on a national securities exchange as may be prescribed from time to time in such rules and regulations; provided that any such information, documents or reports filed electronically with the

Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed filed with, and delivered to, the Trustee; provided , further , the Company shall notify the Trustee if it shall fail to so file any such information, documents or reports with the Commission.

(b) The Company, pursuant to Section 314(a) of the Trust Indenture Act, shall file with the Trustee and the Commission, in accordance with rules and regulations prescribed from time to time by the Commission, such additional information, documents and reports with respect to compliance by the Company with the conditions and covenants of this Indenture as may be required from time to time by such rules and regulations; and transmit by mail to all Holders of the Securities, at their names and addresses as they appear in the Security Register, within 30 days after the filing thereof with the Trustee, such summaries of any information, documents and reports required to be filed by the Company pursuant to paragraphs (a) and (b) of this Section, as may be required by rules and regulations prescribed from time to time by the Commission; provided that any such information, documents or reports filed electronically with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be deemed filed with, and delivered to, the Trustee and the Holders; provided , further , the Company shall notify the Trustee if it shall fail to so file any such information, documents or reports with the Commission.

(c) The Trustee shall have no duty to monitor whether the Company so files any such information, documents or reports with the Commission, and in the absence of receiving the notice referenced in the preceding clauses (a) and (b), the Trustee shall be entitled to presume that the Company has so filed such information, documents or reports. Delivery of such reports, information and documents to the Trustee is for informational purposes only and shall not constitute a representation or warranty as to the accuracy or completeness of the reports, information or documents. The Trustee’s receipt of such reports, information or documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officers’ Certificate).

(d) Further, the Company shall furnish to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the relevant Securities are not freely transferable under the Securities Act.

Section 2.7 Amendments to Notes. The Notes are hereby amended to delete all provisions inconsistent with the other amendments to the Indenture effected by this Fifth Supplemental Indenture.

ARTICLE THREE

MISCELLANEOUS

Section 3.1 Execution as Supplemental Indenture . This Fifth Supplemental Indenture is executed and shall be construed as an indenture supplemental to the Base Indenture and, as provided in the Indenture, this Fifth Supplemental Indenture forms a part thereof.

Section 3.2 Conflict with Trust Indenture Act. This Fifth Supplemental Indenture may, but is not, as of the date first written above, required to be, qualified under and subject to the Trust Indenture Act. If this Fifth Supplemental Indenture shall become qualified under and subject to the Trust Indenture Act, then if any provision hereof limits, qualifies or conflicts with another provision hereof, or with a provision of the Indenture, which is required to be included in this Fifth Supplemental Indenture, or in the Indenture, respectively, by any of the provisions of the Trust Indenture Act, such required provision shall control to the extent it is applicable. Except as expressly provided otherwise herein, any reference herein to a requirement under the Trust Indenture Act shall apply only upon and so long as this Fifth Supplemental Indenture shall become qualified under and subject to the Trust Indenture Act.

Section 3.3 Effect of Headings. The Article and Section headings herein are for convenience only and shall not affect the construction hereof.

Section 3.4 Successors and Assigns. All covenants and agreements by the Company and the Trustee in this Fifth Supplemental Indenture shall bind its successors and assigns, whether so expressed or not.

Section 3.5 Separability Clause. In case any provision in this Fifth Supplemental Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 3.6 Benefits of Fifth Supplemental Indenture. Nothing in this Fifth Supplemental Indenture, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Fifth Supplemental Indenture.

Section 3.7 Execution and Counterparts. This Fifth Supplemental Indenture may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 3.8 Governing Law . This Fifth Supplemental Indenture shall be governed by and construed in accordance with the laws of the State of New York except that if this Fifth Supplemental Indenture shall become qualified under and subject to the Trust Indenture Act, this Fifth Supplemental Indenture shall be governed by the Trust Indenture Act to the extent that the Trust Indenture Act shall be applicable.

Section 3.9 Effectiveness. The provisions of this Fifth Supplemental Indenture shall be effective only upon execution and delivery of this instrument by the parties hereto. Notwithstanding the foregoing sentence, the provisions of this Fifth Supplemental Indenture shall become operative only upon the Company’s purchase of the tendered Notes and payment for the Consents received pursuant to the Offer and the Consent Solicitation. If such purchase and payment shall not occur, the amendments to the Indenture effected by this Fifth Supplemental Indenture shall be deemed to be revoked retroactive to the date hereof. The Company shall notify the Trustee in writing promptly after the occurrence of such purchase or promptly after the Company shall determine that such purchase will not occur.

IN WITNESS WHEREOF, the parties hereto have caused this Fifth Supplemental Indenture to be duly executed as of the day and year first above written.

	ITC HOLDINGS CORP.


	By:	/s/ Cameron M. Bready
	Name:	Cameron M. Bready
	Title:	Executive Vice President and Chief
		Financial Officer


	TRUSTEE :

	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. , as Trustee


	By:	/s/ Lawrence M. Kusch
	Name:	Lawrence M. Kusch
	Title:	Vice President

[ Signature Page to Supplemental Indenture ]

Exhibit 99.1

ITC Announces Receipt of Requisite Consents for the Cash Tender Offer and Consent Solicitation for 5.875% Senior Notes Due 2016 and 6.375% Senior Notes Due 2036

NOVI, Mich., May 16, 2014 — ITC Holdings Corp. (NYSE: ITC) today announced it received, as of 5 p.m., New York City time, on May 15, 2014 (the “Early Tender and Consent Expiration Date”), tenders (and associated consents) from the holders of approximately $115.7 million aggregate principal amount (representing approximately 45.4%) of its 5.875% Senior Notes due 2016 (the “2016 Senior Notes”) and approximately $54.7 million aggregate principal amount (representing approximately 21.4%) of its 6.375% Senior Notes due 2036 (the “2036 Senior Notes” and, together with the 2016 Senior Notes, the “Notes”), and consents (without tenders) from the holders of approximately $106.7 million aggregate principal amount (representing approximately 41.9%) of its 2016 Senior Notes and approximately $170.5 million aggregate principal amount (representing approximately 66.9%) of its 2036 Senior Notes — in connection with the previously announced cash tender offer for any and all of the Notes and the related solicitation of consents to the proposed amendments that modify certain of the covenants applicable to the Notes contained in the indenture governing the Notes (the “Indenture”).

In total, ITC announced that it had received tenders and associated consents from the holders of approximately $170.3 million aggregate principal amount (representing approximately 33.4%) of its Notes and consents (without tenders) from the holders of approximately $277.3 million aggregate principal amount (representing approximately 54.4%) of its Notes. ITC has entered into a supplemental indenture to the indenture to effectuate the proposed amendments, and the amendments will become operative when ITC has purchased the tendered Notes and made payment for the consents received. The cash tender offer and the consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated May 2, 2014 (the “Offer to Purchase”) and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the tender offer and the consent solicitation.

Certain information regarding the Notes and the terms of the offer and the consent solicitation is summarized in the table below.

				Tenders of Notes and Provision of Related Consents							Provision of Consents Without Tendering Notes
CUSIP Number	Title of Note	Aggregate Principal Amount Outstanding		Fixed Spread (Basis Points)	U.S. Treasury Reference Security	Bloomberg Reference Page	Early Tender Premium*		Total Consideration*		Consent Payment*
Rule 144A Notes: 465685 AC9 Regulation S Notes: U4501W AB8	5.875% Senior Notes due 2016	$	255,000,000	25	1.000% U.S. Treasury Note due 9/30/2016	PX5	$	30.00	$	1,117.39	$	2.50
Rule 144A Notes: 465685 AD7 Regulation S Notes: U4501W AC6	6.375% Senior Notes due 2036	$	255,000,000	130	3.750% U.S. Treasury Note due 11/15/2043	PX1	$	30.00	$	1,243.27	$	2.50

* Per $1,000 aggregate principal amount of Notes of the applicable series. No consent payments will be made in respect of tendered Notes. Holders whose Notes are purchased in the offer will also receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes to, but not including, the payment date for their Notes purchased pursuant to the offer.

The cash tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 30, 2014, unless extended or earlier terminated (the “Offer Expiration Date”). The settlement date will follow promptly after the Offer Expiration Date, and is currently expected to be June 2, 2014.

Holders who validly tendered their Notes, and thereby delivered their consents, on or before the Early Tender and Consent Expiration Date, and who did not validly withdraw their Notes on or before the Early Tender and Consent Expiration Date, are eligible to receive the applicable total consideration. The total consideration for each $1,000 aggregate principal amount of Notes accepted for purchase pursuant to the offer is the price determined in the manner described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable U.S. Treasury Reference Security specified in the table above, calculated based on the bid —side price of such U.S. Treasury Reference Security as of 2:00 p.m., New York City time, today, May 15, 2015, plus (ii) the applicable fixed spread specified in the table above. The total consideration includes an early tender premium of $30.00 per $1,000 aggregate principal amount of Notes. Holders who validly delivered, and did not validly withdraw, their consents on or before the Early Tender and Consent Expiration Date without tendering the related Notes are eligible to receive the consent payment of $2.50 per $1,000 aggregate principal amount of Notes. The consent payment will not be payable to holders who delivered consents by tendering Notes. Tendered Notes may not be withdrawn, and consents may not be revoked, after the Early Tender and Consent Expiration Date.

Holders validly tendering, and not validly withdrawing, Notes after the Early Tender and Consent Expiration Date and on or before the Offer Expiration Date will be eligible to receive only the tender offer consideration, namely an amount equal to the applicable total consideration less the early tender premium. In addition, holders whose Notes are accepted for purchase in the offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date for the applicable series of Notes to, but not including, the payment date for the offer.

Notes may be tendered pursuant to the cash tender offer, and consents may be delivered pursuant to the consent solicitation, only in principal amounts equal to $2,000 or integral multiples thereof.

The obligation of ITC to accept for purchase, and to purchase, Notes validly tendered and not validly withdrawn pursuant to the offer, or to accept for payment, and to pay for, consents validly delivered and not validly revoked pursuant to the consent solicitation, is conditioned upon the Financing Condition, the Supplemental Indenture Condition (each as defined in the Offer to Purchase) and certain customary conditions.

Subject to applicable law, ITC may, in its sole discretion, waive any condition applicable to the offer and the consent solicitation and may extend the offer and the consent solicitation. Under certain conditions and as more fully described in the Offer to Purchase, ITC may terminate, extend or amend either or both the offer and the consent solicitation.

ITC has appointed J.P. Morgan Securities LLC and BofA Merrill Lynch to act as dealer managers for the tender offer and solicitation agents for the consent solicitation, and has retained D.F. King & Co., Inc. to serve as the information agent and the tender agent.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 212 269 5550 (banks and brokers) or +1 888 869 7406. Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at +1 866 834 4666 or collect at +1 212 834 4811 or to BofA Merrill Lynch at +1 888 292 0070 or collect at +1 980 387 3907.

None of ITC, the dealer managers, the information agent, the tender agent or any of their respective affiliates makes any recommendation as to whether or not holders should tender all or any portion of their Notes pursuant to the offer and/or deliver related consents pursuant to the consent solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell the Notes or a solicitation of consents. The offer and the consent solicitation are being made only pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and the related Letter of Transmittal and Consent that will be distributed to the holders of the Notes. The offer and the consent solicitation are not being made in any jurisdiction in which such offer and solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

ITC Holdings Corp. (NYSE: ITC) is the nation’s largest independent electric transmission company. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to interconnect to its operating subsidiaries’ transmission systems. ITC’s regulated operating subsidiaries include ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains. Through these subsidiaries, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along 15,000 circuit miles of transmission line. Through ITC Grid Development and its subsidiaries, ITC also focuses on expansion in areas where significant transmission system improvements are needed. (ITC-itc-F)

Investor/Analyst contact: Gretchen Holloway, 248-946-3595; gholloway@itctransco.com

Media contact: Robert Doetsch, 248-946-3493; rdoetsch@itctransco.com