ITC Holdings Corp. 8-K

What Happened

• On January 14, 2026, Michigan Electric Transmission Company, LLC (METC), an indirect wholly‑owned subsidiary of ITC Holdings Corp., issued $125,000,000 of 5.08% Series A Senior Secured Notes due January 14, 2036 and $125,000,000 of 5.71% Series B Senior Secured Notes due January 14, 2046. The notes were sold in a private placement to institutional accredited investors under an exemption from registration.
• The notes were issued under METC’s first mortgage indenture (as supplemented) and are secured by a first mortgage lien on substantially all of METC’s real and tangible personal property.

Key Details

• Total issued: $250,000,000 (two series of $125M each).
• Interest: Series A 5.08% and Series B 5.71%, paid semi‑annually on Jan. 14 and July 14, beginning July 14, 2026.
• Maturities: Series A due 01/14/2036; Series B due 01/14/2046.
• Use of proceeds: repay existing Revolving Credit Agreement debt, repay intercompany loan to ITC Holdings, partially fund capital expenditures, and general corporate purposes.
• Redemption: METC may redeem (whole or partial, min. $5M partial) with 10–60 days’ notice; make‑whole provision uses U.S. Treasuries + 90 bps; Series A callable in whole on/after 10/14/2035 and Series B on/after 07/14/2045.
• Default provisions: customary events of default (e.g., missed interest payment after 5 days, missed principal, covenant breaches with cure periods, bankruptcy triggers and acceleration mechanics).

Why It Matters

• This filing shows METC (and indirectly ITC Holdings) raised $250M of secured long‑term debt, which affects the company’s financing profile and interest obligations.
• Proceeds will reduce short‑term credit usage (revolving credit) and related intercompany indebtedness, and support capex—actions that can improve liquidity management but increase long‑term fixed interest commitments.
• The securities are secured by a first mortgage on substantially all assets, which is important for creditor priority and could affect recovery in adverse scenarios.