The Firm is representing ITC Holdings Corp. (NYSE: ITC) in connection with its proposed sale to Fortis Inc. (TSE: FTS) in a cash-and-stock transaction currently valued at approximately $11.3 billion. Under the terms of the transaction, ITC shareholders will receive $22.57 in cash and 0.752 Fortis shares per ITC share. Upon closing, Fortis shareholders will own approximately 73% of the combined company and ITC shareholders will own approximately 27%. Fortis will apply to list its common shares on the NYSE in connection with the acquisition and will continue to have its shares listed on the TSX. The transaction is subject to shareholder and regulatory approval and other customary closing conditions and is expected to close in late 2016.
ITC is a New York Stock Exchange-listed company based in Novi, Michigan. It is the largest independent electric transmission company in the United States. ITC invests in the electric transmission grid to improve reliability, expand access to markets, allow new generating resources to interconnect to its transmission systems and lower the overall cost of delivered energy. Through its regulated operating 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 approximately 15,600 circuit miles of transmission line. ITC's grid development focus includes growth through regulated infrastructure investment as well as domestic and international expansion through merchant and other commercial development opportunities.
Fortis is a Toronto Stock Exchange-listed company headquartered in St. John’s, Newfoundland, Canada. Fortis is a leader in the North American electric and gas utility business. Its regulated utilities serve more than three million customers across Canada and in the United States and the Caribbean. Fortis also owns long-term contracted hydroelectric generation assets in British Columbia and Belize.
The Simpson Thacher team includes Mario Ponce, Brian Chisling, Michael T. Holick, Kirsten Popoff and Edward Linden (M&A); Greg Grogan, Andrew Blau and Nadine Mompremier (Executive Compensation and Employee Benefits); Risë Norman, Rodrigo Surcan Dos Santos and Maria Monte (Capital Markets); Christian Fischer (Credit); Nancy Mehlman and George Davis (Tax); Joyce Xu and Solomon Bashi (Derivatives); Lori Lesser (Intellectual Property); Adeeb Fadil and Noreen Lavan (Environmental); Peter Thomas, Peter Guryan, Ellen Frye and David Shogren (Antitrust and Regulatory).