Item 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
ITC Holdings Corp. 2017 Term Loan Credit Agreement
On March 23, 2017, ITC Holdings Corp. (“ITC Holdings”) entered into a Term Loan Credit Agreement (the “ITC Holdings 2017 Term Loan Credit Agreement”) with the various financial institutions and other persons from time to time parties thereto as lenders (the “Lenders”), and JPMorgan Chase Bank, N.A., as administrative agent for the Lenders and as lead arranger and sole bookrunner. As of March 23, 2017, JPMorgan Chase Bank, N.A. is the only Lender under the ITC Holdings 2017 Term Loan Credit Agreement. The ITC Holdings 2017 Term Loan Credit Agreement establishes an unguaranteed, unsecured term loan credit facility under which ITC Holdings has borrowed $200,000,000. Funds borrowed may be used for general corporate purposes of ITC Holdings and its subsidiaries. The ITC Holdings 2017 Term Loan Credit Agreement contains covenants that: (a) place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets; and (b) require ITC Holdings to maintain a maximum debt to capitalization ratio of 75%. The ITC Holdings 2017 Term Loan Credit Agreement contains certain customary events of default for unsecured, unguaranteed term loan credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans. The maturity date of the ITC Holdings 2017 Term Loan Credit Agreement is March 24, 2018.
At ITC Holdings’ option, loans under the ITC Holdings 2017 Term Loan Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 0.90%.
The foregoing description of the ITC Holdings 2017 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITC Holdings 2017 Term Loan Credit Agreement. A copy of the ITC Holdings 2017 Term Loan Credit Agreement is attached hereto as Exhibit 10.01 and incorporated herein by reference as though fully set forth herein.
In the ordinary course of their respective businesses, certain of the Lenders and their respective affiliates have engaged, and may in the future engage, in commercial banking and/or investment banking transactions with ITC Holdings and its affiliates for which they have in the past received, and may in the future receive, customary fees.
International Transmission Company 2017 Term Loan Credit Agreement
On March 23, 2017, International Transmission Company (“ITCTransmission”) entered into a Term Loan Credit Agreement (the “ITCTransmission 2017 Term Loan Credit Agreement”) with the various financial institutions and other persons from time to time parties thereto as lenders (the “Lenders”), and PNC Bank, National Association, as administrative agent for the Lenders. As of March 23, 2017, PNC Bank, National Association is the only Lender under the ITCTransmission 2017 Term Loan Credit Agreement. The ITCTransmission 2017 Term Loan Credit Agreement establishes an unguaranteed, unsecured term loan credit facility under which ITCTransmission has borrowed $50,000,000. Funds borrowed may be used for general corporate purposes of ITCTransmission and its subsidiaries (including, without limitation, to finance capital expenditures, investments, acquisitions and to repay indebtedness). The ITCTransmission 2017 Term Loan Credit Agreement contains covenants that: (a) place limitations on liens; and mergers, consolidations, liquidations and sales of all or substantially all assets; and (b) require ITCTransmission to maintain a maximum debt to capitalization ratio of 65%. The ITCTransmission 2017 Term Loan Credit Agreement contains certain customary events of default for unsecured, unguaranteed revolving credit facilities, the occurrence of which would allow the Lenders to accelerate all outstanding loans and terminate all commitments to lend. The maturity date of the ITCTransmission 2017 Term Loan Credit Agreement is March 23, 2019.
At ITCTransmission’s option, loans under the ITCTransmission 2017 Term Loan Credit Agreement will bear interest at a rate equal to LIBOR plus an applicable margin of 0.65%.
The foregoing description of the ITCTransmission 2017 Term Loan Credit Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ITCTransmission 2017 Term Loan Credit Agreement. A copy of the ITCTransmission 2017 Term Loan Credit Agreement is attached hereto as Exhibit 10.02 and incorporated herein by reference as though fully set forth herein.
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