ITC Holdings Corp. 8-K

What Happened
ITC Holdings Corp. filed an 8‑K on April 1, 2026 announcing that it issued $500.0 million of 4.875% senior unsecured notes due April 15, 2031 and $400.0 million of 5.500% senior unsecured notes due April 15, 2036. The issuance was made under a Ninth Supplemental Indenture dated April 1, 2026 with Computershare Trust Company, N.A. (successor trustee). The notes were sold only to qualified institutional buyers under Rule 144A and to non‑U.S. persons under Regulation S and were not registered under the Securities Act.

Key Details

• Amounts and terms: $500.0M 4.875% notes maturing 4/15/2031; $400.0M 5.500% notes maturing 4/15/2036. Interest paid semi‑annually on April 15 and October 15, beginning October 15, 2026.
• Redemption: Company may redeem each series prior to defined “Par Call Date” at a price based on the present value of remaining payments (treasury rate + spread) or 100% of principal (whichever is greater); on/after Par Call Date redemption at 100% plus accrued interest. Par Call Dates: 3/15/2031 (2031 notes) and 1/15/2036 (2036 notes).
• Rank and security: Notes are direct, senior unsecured obligations, ranking equally with other senior unsecured debt, effectively subordinated to any secured debt to the extent of collateral value, and structurally subordinated to indebtedness of subsidiaries. No sinking fund.
• Use of proceeds: Net proceeds will be used to fully redeem $400M of the company’s 3.25% senior notes due June 30, 2026, to repay commercial paper outstanding under its program, and for general corporate purposes.

Why It Matters
This transaction raises $900M of long‑dated senior unsecured debt, extending ITC’s maturity profile by replacing near‑term obligations (including $400M maturing June 30, 2026) and reducing reliance on short‑term commercial paper. Investors should note the fixed interest rates and increased long‑term interest obligations, the notes’ unsecured status (they are subordinate to any secured borrowings and to subsidiary creditors), the callable features, and that the securities were sold only to institutional buyers and are not registered for public resale. These are material capital‑structure changes that affect credit and refinancing profiles but do not include forward guidance or earnings information.