8-K

UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

 Pursuant to Section 13 or 15(d) of the

 Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2014

ITC HOLDINGS CORP.

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 001-32576

Michigan	32-0058047
(State of Incorporation)	(IRS Employer Identification No.)

27175 Energy Way, Novi, Michigan 48377

 (Address of principal executive offices) (zip code)

(248) 946-3000

(Registrant’s telephone number, including area code)

Not Applicable

 (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

On June 2, 2014, ITC Holdings Corp. announced the completion of the previously announced cash tender offer (the “Offer”) for any and all of its outstanding $255,000,000 aggregate principal amount of 5.875% Senior Notes due 2016 and any and all of its outstanding $255,000,000 aggregate principal amount of 6.375% Senior Notes due 2036. The Offer expired at 11:59 p.m., New York City time, on May 30, 2014. A copy of the press release, dated June 2, 2014, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

Exhibit No.	Description
99.1	Press release, dated June 2, 2014, announcing the completion of the Offer.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ITC HOLDINGS CORP.
Date: June 2, 2014	By:	/s/ Daniel J. Oginsky
		Daniel J. Oginsky
		Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release, dated June 2, 2014, announcing the completion of the Offer.

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EX-99.1

Exhibit 99.1

ITC Announces Final Results of Cash Tender Offer for 5.875% Senior Notes due 2016 and 6.375% Senior Notes due 2036

NOVI, Mich., June 2, 2014 — ITC Holdings Corp. (NYSE: ITC) today announced the final results of its previously announced cash tender offer for any and all of its outstanding $255,000,000 aggregate principal amount of 5.875% Senior Notes due 2016 (the “2016 Senior Notes”) and its outstanding $255,000,000 aggregate principal amount of 6.375% Senior Notes due 2036 (the “2036 Senior Notes” and, together with the 2016 Senior Notes, the “Notes”). As of 11:59 p.m., New York City time, on May 30, 2014 (the “Offer Expiration Date”), $115.7 million aggregate principal amount (representing approximately 45.4%) of the 2016 Senior Notes and $54.7 million aggregate principal amount (representing approximately 21.4%) of the 2036 Senior Notes had been validly tendered and not validly withdrawn pursuant to the tender offer. All of the Notes validly tendered and not validly withdrawn pursuant to the tender offer have been accepted for payment. Payment by ITC for such Notes, as well as for consents delivered pursuant to the related consent solicitation without tendering the related Notes, was completed today.

ITC previously announced the completion of its solicitation of consents to the proposed amendments that modify certain of the covenants applicable to the Notes contained in the indenture governing the Notes. The consent solicitation expired at 5:00 p.m., New York City time, on May 15, 2014. As previously announced, ITC received the requisite consents and, as a result, entered into a supplemental indenture, dated as of May 16, 2014, to effectuate the proposed amendments.

Questions regarding the tender offer may be directed to J.P. Morgan Securities LLC at +1 866 834 4666 or collect at +1 212 834 4811 or to BofA Merrill Lynch at +1 888 292 0070 or collect at +1 980 387 3907.

ITC Holdings Corp. (NYSE: ITC) is the nation’s largest independent electric transmission company. Based in Novi, Michigan, ITC invests in the electric transmission grid to improve reliability, expand access to markets, lower the overall cost of delivered energy and allow new generating resources to interconnect to its operating subsidiaries’ transmission systems. ITC’s regulated operating subsidiaries include ITCTransmission, Michigan Electric Transmission Company, ITC Midwest and ITC Great Plains. Through these subsidiaries, ITC owns and operates high-voltage transmission facilities in Michigan, Iowa, Minnesota, Illinois, Missouri, Kansas and Oklahoma, serving a combined peak load exceeding 26,000 megawatts along 15,000 circuit miles of transmission line. Through ITC Grid Development and its subsidiaries, ITC also focuses on expansion in areas where significant transmission system improvements are needed. (ITC-itc-F)

Investor/Analyst contact: Gretchen Holloway, 248-946-3595; gholloway@itctransco.com

Media contact: Robert Doetsch, 248-946-3493; rdoetsch@itctransco.com