ITC Holdings Corp. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):   December 8, 2009

ITC Holdings Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Michigan 001-32576 32-0058047
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
27175 Energy Way, Novi, Michigan   48377
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   248-946-3000

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 8.01 Other Events.

On December 8, 2009, ITC Holdings Corp. issued a press release announcing that it had finalized the terms of its private offering of $200.0 million aggregate principal amount of its Senior Notes due 2020 (the "Senior Notes"), which will be sold in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons outside the United States under Regulation S.

The text of the press release, which is attached hereto as Exhibit 99.1, is incorporated herein in its entirety.





Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1 ITC Holdings Corp. Press Release dated December 8, 2009





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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.
          
December 8, 2009   By:   Daniel J. Oginsky
       
        Name: Daniel J. Oginsky
        Title: Senior Vice President and General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  ITC Holdings Corp. Press Release dated December 8, 2009