ITC gets tenders for $170.4 million of 5.875% notes, 6.375% notes

By Angela McDaniels

Tacoma, Wash., June 2 - ITC Holdings Corp. received tenders for $115.7 million principal amount, or 45.4%, of its $255 million of 5.875% senior notes due 2016 and $54.7 million principal amount, or 21.4%, of its $255 million of 6.375% senior notes due 2036, according to a company news release.

A tender offer for the notes began May 2 and ended at 11:59 p.m. ET on May 30.

The tendered amounts are unchanged from 5 p.m. ET on May 15, the early tender date.

For each $1,000 principal amount of notes, the company will pay $1,117.39 for the 5.875% notes and $1,243.27 for the 6.375% notes. These amounts include an early tender premium of $30.00 for each note tendered by the early tender date.

The company will also pay accrued interest up to but excluding the payment, June 2.

Pricing was calculated using a spread of 25 basis points over the 1% Treasury note due Sept. 30, 2016 for the 5.875% notes and a spread of 130 bps over the 3.75% Treasury note due Nov. 15, 2043 for the 6.375% notes.

Consent solicitation

The company also solicited consents to amendments to modify some of the covenants in the indentures governing the notes. The consent solicitation expired at 5 p.m. ET on May 15.

As previously reported, the company received enough consents to make the proposed amendments. It entered into a supplemental indenture on May 16 to effectuate the proposed amendments.

ITC needed consents from holders of a majority in principal amount of the notes in order the make the amendments.

Holders could either tender their notes and deliver their consents at the same time or separately deliver their consents by the consent expiration date without tendering their notes. For holders who elected to tender their notes by the early tender and consent expiration date, the tender constituted delivery of consents to the proposed amendments.

By the expiration of the consent solicitation, the company had received tenders and associated consents from the holders of $115.7 million, or 45.4%, of the 5.875% notes and $54.7 million, or 21.4%, of the 6.375% notes and consents without tenders from holders of $106.7 million, or 41.9%, of the 5.875% notes and $170.5 million, or 66.9%, of the 6.375% notes.

Holders who delivered consents by the consent expiration date without tendering their notes are eligible to receive a consent payment of $2.50 per $1,000 principal amount of notes. The consent payment is not payable to holders who delivered consents by tendering their notes.

The tender offer and consent solicitation were subject to a financing condition.

J.P. Morgan Securities LLC (866 834-4666 or 212 834-4811) and BofA Merrill Lynch (888 292-0070 or 980 387-3907) were the dealer managers for the tender offer and solicitation agents for the consent solicitation. D.F. King & Co., Inc. (212 269-5550 for banks and brokers or 888 869-7406 for others) was the information agent and tender agent.

ITC Holdings is an electric transmission company based in Novi, Mich.

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