Item 1.01. Entry Into a Material Definitive Agreement
Issuance of International Transmission Company Bonds, Series
G
On August 28, 2019, International Transmission Company (“ITCTransmission”),
a wholly-owned subsidiary of ITC Holdings Corp. (the “Company”), issued $75,000,000 aggregate principal amount of its
3.30% First Mortgage Bonds, Series H, due 2049 (the “Bonds”) in a private placement in reliance on an exemption from
registration under the Securities Act of 1933 (the “Securities Act”). The Bonds were sold by ITCTransmission
to accredited investors (as defined by Rule 501(a) of the Securities Act) pursuant to a Bond Purchase Agreement dated August 28,
2019 (the “Purchase Agreement”). ITCTransmission agreed to sell the Bonds subject to the satisfaction of certain
terms and conditions provided in the Purchase Agreement.
The Bonds were issued under ITCTransmission’s First
Mortgage and Deed of Trust (the “Mortgage Indenture”), dated as of July 15, 2003, between ITCTransmission and
The Bank of New York Mellon Trust Company, N.A., as successor to BNY Midwest Trust Company, as trustee (the “Trustee”),
as supplemented by the Eighth Supplemental Indenture thereto, dated as of August 14, 2019, between ITCTransmission and the
Trustee (the “Eighth Supplemental Indenture” and, together with the Mortgage Indenture, the “Indenture”).
The Bonds are secured by a first mortgage lien on substantially all of ITCTransmission’s real and tangible personal
property equally with all other securities theretofore or thereafter issued under the Mortgage Indenture, with such exceptions
as described in, and such releases as permitted by, the Indenture.
Interest on the Bonds is payable semi-annually on February 28
and August 28 of each year, commencing on February 28, 2020, at a fixed rate of 3.30% per annum. ITCTransmission may redeem
the Bonds, in whole or in part, in an amount not less than $5,000,000 in aggregate principal amount in the case of a partial redemption,
at any time or from time to time with not less than 10 nor more than 60 days’ prior notice at a redemption price equal to
the sum of (a) 100% of the principal amount of such Bonds, (b) accrued and unpaid interest thereon to the redemption date and (c)
a make-whole amount, if any, determined using a discount rate of treasuries plus 50 basis points. ITCTransmission may also
redeem the Bonds in whole on or after February 28, 2049 at a redemption price equal to the principal amount of the Bonds plus accrued
and unpaid interest thereon to the redemption date. The principal amount of the Bonds is payable on August 28, 2049.
The Bonds and the Indenture contain events of default customary
for such a transaction, including, without limitation, failure to pay interest on any Security (as defined in the Indenture) for
30 days after becoming due; failure to pay principal on any Security when due; failure to comply with material covenants contained
in the Indenture, subject to a 30-day cure period; failure to comply with other covenants contained in the Indenture and the other
financing agreements relating to the offering of the Bonds, subject to a 60-day cure period; breaches of representations and warranties;
defaults in respect of obligations relating to certain debt; certain unsatisfied judgments; certain pension plan events; and certain
events relating to reorganization, bankruptcy and insolvency of ITCTransmission. If an “Event of Default” (as
defined in the Indenture) occurs and is continuing, the Trustee or the holders of not less than 25% in principal amount of the
Securities then outstanding may declare the principal amount of all the Securities to be immediately due and payable.
The above description of the Indenture
does not purport to be a complete statement of the parties’ rights and obligations thereunder. Such description is qualified
in its entirety by reference to the Eighth Supplemental Indenture, a copy of which is attached to this Current Report on Form
8-K as Exhibit 4.51, and the Mortgage Indenture, filed with the Company’s Registration Statement on Form S-1, as amended, filed May 10, 2005 as Exhibit 4.5, each of which is incorporated herein by reference.
This Current Report on Form 8-K does not constitute an offer
to sell nor a solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction
in which such offer, solicitation or sale would be unlawful. The Bonds will not be registered under the Securities Act and may
not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.
