ITC HOLDINGS CORP. (NYSE:ITC) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry Into a Material Definitive Agreement

Issuance of ITC Midwest First Mortgage
Bonds, SeriesH

On April18, 2017,ITC Midwest LLC (ITC Midwest), a wholly-owned
subsidiary of ITC Holdings Corp. (the Company), issued
$200,000,000 in aggregate principal amount of its 4.16% First
Mortgage Bonds, SeriesH due 2047 (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 ITC Midwest to accredited investors (as defined by
Rule501(a)of the Securities Act) to a Bond Purchase Agreement
dated April18, 2017 (the Purchase Agreement). ITC Midwest agreed
to sell the Bonds subject to the satisfaction of certain terms
and conditions provided in the Purchase Agreement.

The Bonds were issued under ITC Midwests First Mortgage and Deed
of Trust (the Mortgage Indenture), dated as of January14, 2008,
between The Bank of New York Mellon Trust Company, N.A., as
successor to The Bank of New York Trust Company, N.A., as trustee
(the Trustee), as supplemented by the Ninth Supplemental
Indenture thereto, dated as of March15, 2017, between ITC Midwest
and the Trustee (the Ninth Supplemental Indenture and, together
with the Mortgage Indenture, the Indenture). The Bonds are
secured by a first mortgage lien on substantially all of ITC
Midwests 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 April18 and
October18 of each year, commencing on October18, 2017, at a fixed
rate of 4.16% per annum. ITC Midwest 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 30 nor more
than 60 days prior notice at a redemption price equal to the sum
of (a)50% 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. ITC Midwest may also redeem the
Bonds in whole on or after October18, 2046 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 April18, 2047.

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
thirty 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; material breaches of
representations and warranties; defaults in respect of
obligations relating to certain debt; certain unsatisfied
judgments; and certain events relating to reorganization,
bankruptcy and insolvency of ITC Midwest. If an Event of Default
(as defined in the Indenture) occurs, any holder of the
Securities may accelerate its Securities (rather than all the
Securities) to any payment Event of Default; the trustee or
holders of 25% of the outstanding principal amount of the
Securities may accelerate all the Securities to any Event of
Default.

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 Ninth Supplemental Indenture, a copy of which is
attached to this Current Report on Form8-K as Exhibit4.46, and
the Mortgage Indenture, filed with the Companys Current Report on
Form8-K filed February1, 2008 as Exhibit4.19, each of which is
incorporated herein by reference.

This Current Report on Form8-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.

Item 2.03. Creation of a Direct Financial Obligation or
an Obligation Under an Off-Balance Sheet Arrangement of a
Registrant

The information set forth above under Item 1.01 of this Current
Report on Form8-K is incorporated herein by reference.

About ITC HOLDINGS CORP. (NYSE:ITC)

ITC Holdings Corp. (ITC Holdings) is a holding company. The Company is engaged in owning, operating, maintaining and investing in transmission infrastructure. The Company’s business consists primarily of the electric transmission operations of its Regulated Operating Subsidiaries. Its Regulated Operating Subsidiaries include International Transmission Company (ITCTransmission), Michigan Electric Transmission Company, LLC (METC), ITC Midwest LLC (ITC Midwest). The operations performed by its Regulated Operating Subsidiaries fall into the various categories, such as asset planning; engineering, design and construction; maintenance, and real time operations. Its customers include investor-owned utilities, municipalities, cooperatives, power marketers and alternative energy suppliers. It owns and operates high-voltage systems in Michigan’s Lower Peninsula and portions of Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma.

ITC HOLDINGS CORP. (NYSE:ITC) Recent Trading Information

ITC HOLDINGS CORP. (NYSE:ITC) closed its last trading session at 0.0000 with 31,080,598 shares trading hands.