NOVI, Mich., May 16, 2014 -- ITC Holdings Corp. (NYSE: ITC) today announced it received, as of 5 p.m., New York City time, on May 15, 2014 (the "Early Tender and Consent Expiration Date"), tenders (and associated consents) from the holders of approximately $115.7 million aggregate principal amount (representing approximately 45.4%) of its 5.875% Senior Notes due 2016 (the "2016 Senior Notes") and approximately $54.7 million aggregate principal amount (representing approximately 21.4%) of its 6.375% Senior Notes due 2036 (the "2036 Senior Notes" and, together with the 2016 Senior Notes, the "Notes"), and consents (without tenders) from the holders of approximately $106.7 million aggregate principal amount (representing approximately 41.9%) of its 2016 Senior Notes and approximately $170.5 million aggregate principal amount (representing approximately 66.9%) of its 2036 Senior Notes - in connection with the previously announced cash tender offer for any and all of the Notes and the related 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 "Indenture").

In total, ITC announced that it had received tenders and associated consents from the holders of approximately $170.3 million aggregate principal amount (representing approximately 33.4%) of its Notes and consents (without tenders) from the holders of approximately $277.3 million aggregate principal amount (representing approximately 54.4%) of its Notes. ITC has entered into a supplemental indenture to the indenture to effectuate the proposed amendments, and the amendments will become operative when ITC has purchased the tendered Notes and made payment for the consents received. The cash tender offer and the consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated May 2, 2014 (the "Offer to Purchase") and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the tender offer and the consent solicitation.

Certain information regarding the Notes and the terms of the offer and the consent solicitation is summarized in the table below.



* Per $1,000 aggregate principal amount of Notes of the applicable series. No consent payments will be made in respect of tendered Notes. Holders whose Notes are purchased in the offer will also receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes to, but not including, the payment date for their Notes purchased pursuant to the offer.

The cash tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 30, 2014, unless extended or earlier terminated (the "Offer Expiration Date"). The settlement date will follow promptly after the Offer Expiration Date, and is currently expected to be June 2, 2014.

Holders who validly tendered their Notes, and thereby delivered their consents, on or before the Early Tender and Consent Expiration Date, and who did not validly withdraw their Notes on or before the Early Tender and Consent Expiration Date, are eligible to receive the applicable total consideration. The total consideration for each $1,000 aggregate principal amount of Notes accepted for purchase pursuant to the offer is the price determined in the manner described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable U.S. Treasury Reference Security specified in the table above, calculated based on the bid -side price of such U.S. Treasury Reference Security as of 2:00 p.m., New York City time, today, May 15, 2015, plus (ii) the applicable fixed spread specified in the table above. The total consideration includes an early tender premium of $30.00 per $1,000 aggregate principal amount of Notes. Holders who validly delivered, and did not validly withdraw, their consents on or before the Early Tender and Consent Expiration Date without tendering the related Notes are eligible to receive the consent payment of $2.50 per $1,000 aggregate principal amount of Notes. The consent payment will not be payable to holders who delivered consents by tendering Notes. Tendered Notes may not be withdrawn, and consents may not be revoked, after the Early Tender and Consent Expiration Date.

Holders validly tendering, and not validly withdrawing, Notes after the Early Tender and Consent Expiration Date and on or before the Offer Expiration Date will be eligible to receive only the tender offer consideration, namely an amount equal to the applicable total consideration less the early tender premium. In addition, holders whose Notes are accepted for purchase in the offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date for the applicable series of Notes to, but not including, the payment date for the offer.

Notes may be tendered pursuant to the cash tender offer, and consents may be delivered pursuant to the consent solicitation, only in principal amounts equal to $2,000 or integral multiples thereof.

The obligation of ITC to accept for purchase, and to purchase, Notes validly tendered and not validly withdrawn pursuant to the offer, or to accept for payment, and to pay for, consents validly delivered and not validly revoked pursuant to the consent solicitation, is conditioned upon the Financing Condition, the Supplemental Indenture Condition (each as defined in the Offer to Purchase) and certain customary conditions.

Subject to applicable law, ITC may, in its sole discretion, waive any condition applicable to the offer and the consent solicitation and may extend the offer and the consent solicitation. Under certain conditions and as more fully described in the Offer to Purchase, ITC may terminate, extend or amend either or both the offer and the consent solicitation.

ITC has appointed J.P. Morgan Securities LLC and BofA Merrill Lynch to act as dealer managers for the tender offer and solicitation agents for the consent solicitation, and has retained D.F. King & Co., Inc. to serve as the information agent and the tender agent.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 212 269 5550 (banks and brokers) or +1 888 869 7406. 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.

None of ITC, the dealer managers, the information agent, the tender agent or any of their respective affiliates makes any recommendation as to whether or not holders should tender all or any portion of their Notes pursuant to the offer and/or deliver related consents pursuant to the consent solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell the Notes or a solicitation of consents. The offer and the consent solicitation are being made only pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and the related Letter of Transmittal and Consent that will be distributed to the holders of the Notes. The offer and the consent solicitation are not being made in any jurisdiction in which such offer and solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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)

SOURCE ITC Holdings Corp.

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NOVI, Mich., May 16, 2014 -- ITC Holdings Corp. (NYSE: ITC) today announced it received, as of 5 p.m., New York City time, on May 15, 2014 (the "Early Tender and Consent Expiration Date"), tenders (and associated consents) from the holders of approximately $115.7 million aggregate principal amount (representing approximately 45.4%) of its 5.875% Senior Notes due 2016 (the "2016 Senior Notes") and approximately $54.7 million aggregate principal amount (representing approximately 21.4%) of its 6.375% Senior Notes due 2036 (the "2036 Senior Notes" and, together with the 2016 Senior Notes, the "Notes"), and consents (without tenders) from the holders of approximately $106.7 million aggregate principal amount (representing approximately 41.9%) of its 2016 Senior Notes and approximately $170.5 million aggregate principal amount (representing approximately 66.9%) of its 2036 Senior Notes - in connection with the previously announced cash tender offer for any and all of the Notes and the related 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 "Indenture").

In total, ITC announced that it had received tenders and associated consents from the holders of approximately $170.3 million aggregate principal amount (representing approximately 33.4%) of its Notes and consents (without tenders) from the holders of approximately $277.3 million aggregate principal amount (representing approximately 54.4%) of its Notes. ITC has entered into a supplemental indenture to the indenture to effectuate the proposed amendments, and the amendments will become operative when ITC has purchased the tendered Notes and made payment for the consents received. The cash tender offer and the consent solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement dated May 2, 2014 (the "Offer to Purchase") and the related Letter of Transmittal and Consent, which contain detailed information concerning the terms of the tender offer and the consent solicitation.

Certain information regarding the Notes and the terms of the offer and the consent solicitation is summarized in the table below.



* Per $1,000 aggregate principal amount of Notes of the applicable series. No consent payments will be made in respect of tendered Notes. Holders whose Notes are purchased in the offer will also receive accrued and unpaid interest from the last interest payment date for the applicable series of Notes to, but not including, the payment date for their Notes purchased pursuant to the offer.

The cash tender offer is scheduled to expire at 11:59 p.m., New York City time, on May 30, 2014, unless extended or earlier terminated (the "Offer Expiration Date"). The settlement date will follow promptly after the Offer Expiration Date, and is currently expected to be June 2, 2014.

Holders who validly tendered their Notes, and thereby delivered their consents, on or before the Early Tender and Consent Expiration Date, and who did not validly withdraw their Notes on or before the Early Tender and Consent Expiration Date, are eligible to receive the applicable total consideration. The total consideration for each $1,000 aggregate principal amount of Notes accepted for purchase pursuant to the offer is the price determined in the manner described in the Offer to Purchase intended to result in a yield to maturity (calculated in accordance with standard market practice) equal to the sum of (i) the yield to maturity for the applicable U.S. Treasury Reference Security specified in the table above, calculated based on the bid -side price of such U.S. Treasury Reference Security as of 2:00 p.m., New York City time, today, May 15, 2015, plus (ii) the applicable fixed spread specified in the table above. The total consideration includes an early tender premium of $30.00 per $1,000 aggregate principal amount of Notes. Holders who validly delivered, and did not validly withdraw, their consents on or before the Early Tender and Consent Expiration Date without tendering the related Notes are eligible to receive the consent payment of $2.50 per $1,000 aggregate principal amount of Notes. The consent payment will not be payable to holders who delivered consents by tendering Notes. Tendered Notes may not be withdrawn, and consents may not be revoked, after the Early Tender and Consent Expiration Date.

Holders validly tendering, and not validly withdrawing, Notes after the Early Tender and Consent Expiration Date and on or before the Offer Expiration Date will be eligible to receive only the tender offer consideration, namely an amount equal to the applicable total consideration less the early tender premium. In addition, holders whose Notes are accepted for purchase in the offer will receive accrued and unpaid interest in respect of their purchased Notes from the last interest payment date for the applicable series of Notes to, but not including, the payment date for the offer.

Notes may be tendered pursuant to the cash tender offer, and consents may be delivered pursuant to the consent solicitation, only in principal amounts equal to $2,000 or integral multiples thereof.

The obligation of ITC to accept for purchase, and to purchase, Notes validly tendered and not validly withdrawn pursuant to the offer, or to accept for payment, and to pay for, consents validly delivered and not validly revoked pursuant to the consent solicitation, is conditioned upon the Financing Condition, the Supplemental Indenture Condition (each as defined in the Offer to Purchase) and certain customary conditions.

Subject to applicable law, ITC may, in its sole discretion, waive any condition applicable to the offer and the consent solicitation and may extend the offer and the consent solicitation. Under certain conditions and as more fully described in the Offer to Purchase, ITC may terminate, extend or amend either or both the offer and the consent solicitation.

ITC has appointed J.P. Morgan Securities LLC and BofA Merrill Lynch to act as dealer managers for the tender offer and solicitation agents for the consent solicitation, and has retained D.F. King & Co., Inc. to serve as the information agent and the tender agent.

Requests for documents may be directed to D.F. King & Co., Inc. by telephone at +1 212 269 5550 (banks and brokers) or +1 888 869 7406. 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.

None of ITC, the dealer managers, the information agent, the tender agent or any of their respective affiliates makes any recommendation as to whether or not holders should tender all or any portion of their Notes pursuant to the offer and/or deliver related consents pursuant to the consent solicitation.

This press release is for informational purposes only and does not constitute an offer to purchase nor the solicitation of an offer to sell the Notes or a solicitation of consents. The offer and the consent solicitation are being made only pursuant to the tender offer and consent solicitation documents, including the Offer to Purchase and the related Letter of Transmittal and Consent that will be distributed to the holders of the Notes. The offer and the consent solicitation are not being made in any jurisdiction in which such offer and solicitation or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.

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)

SOURCE ITC Holdings Corp.

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