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) June 27, 2008
(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
Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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27175 Energy Way
Novi, Michigan
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48377 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(248) 946-3000
(Registrants Telephone Number, Including Area Code)
(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)) |
Item 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
Sales Agency Financing Agreement
On June 27, 2008, ITC Holdings Corp. (the Company) entered into a Sales Agency Financing
Agreement (the Agreement) with BNY Mellon Capital Markets, LLC (BNYMCM). Under the terms of
the Agreement, the Company may issue and sell shares of the Companys common stock, without par
value (the Shares), from time to time, up to an aggregate sales price of $150,000,000. The term
of the Agreement will be for a period of up to three years subject to continued approval from the
Federal Energy Regulatory Commission. BNYMCM will act as the Companys agent in connection with
any offerings of shares under the Agreement.
The Shares may be offered in one or more selling periods, none of which will exceed 20 trading
days. Any Shares sold under the Agreement will be offered at market prices prevailing at the time
of sale. Moreover, the Company shall specify to BNYMCM (i) the aggregate selling price of the
Shares to be sold during each selling period, which may not exceed $40,000,000 without BNYMCMs
prior written consent and (ii) the minimum price below which sales may not be made, which may not
be less than $10.00 per share without BNYMCMs prior written consent. The Company will pay BNYMCM
a commission equal to 1% of the sales price of all Shares sold through it as agent under the
Agreement plus its reasonable documented out-of-pocket expenses, up to $75,000 (including expenses
of BNYMCMs counsel).
The Shares will be issued pursuant to the Companys automatic shelf registration statement (the
Registration Statement) on Form S-3 (File No. 333-140026) filed on January 17, 2007 with the
Securities and Exchange Commission (the SEC).
The Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein
by reference; the description of the material terms of the Agreement is qualified in its entirety
by reference to that exhibit. For a more detailed description of the Agreement, see the disclosure
under the caption Plan of Distribution contained in the Companys prospectus supplement, dated
June 27, 2008 (the Prospectus Supplement), to the prospectus dated January 17, 2007 (the
Prospectus), as previously supplemented. The Prospectus Supplement, the Prospectus and all other
supplements to the Prospectus have been filed with the SEC pursuant to Rule 424(b) under the
Securities Act of 1933, which disclosure is hereby incorporated by reference. The Agreement is
also filed with reference to, and is hereby incorporated by reference into, the Registration
Statement.
BNYMCM and its affiliates have, from time to time, provided trustee services for the Company in
connection with certain of its debt obligations. BNYMCM and its affiliates have received customary
fees and reimbursement of expenses for these services and may in the future provide additional
services including, but not limited to, investment banking, commercial banking or corporate trust
services. An affiliate of BNYMCM is a lender to the Company under the Companys revolving credit
facility and may receive a portion of any amounts repaid from the proceeds from the issuance and
sale of Shares under the Agreement.
Item 8.01. OTHER EVENTS
On June 27, 2008, ITC Holdings Corp. issued a press release announcing the adoption of the
Agreement. This press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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Exhibit No. |
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Description |
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1.1
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Sales Agency Financing Agreement, dated June 27, 2008, between ITC Holdings Corp. and BNY
Mellon Capital Markets, LLC |
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99.1
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ITC Holdings Corp. Press Release, dated June 27, 2008 |