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Simpson Thacher Represents ITC Holdings in Acquisition of Michigan Electric Transmission Company

05.22.06

The Firm represents ITC Holdings Corp. in its acquisition of Michigan Electric Transmission Company ("METC") in a transaction valued at approximately $866 million. ITC Transmission, a subsidiary of ITC Holdings, owns, manages and maintains the high-voltage, electric transmission system in southeastern Michigan. METC owns and manages the high-voltage electric transmission system in the western portion of Michigan's Lower Peninsula. Upon completion of the acquisition, ITC Holdings' subsidiaries will own and operate the largest independent transmission system in the United States.

Under the terms of the agreement, METC's selling shareholders, Trans-Elect, Inc., a GFI Energy Ventures portfolio company, affiliates of Evercore Capital Partners, Macquarie Essential Assets Partnership and other private investors, will receive $486 million in cash and approximately $70 million in shares of ITC Holdings common stock. In addition, ITC Holdings will assume, or refinance at METC, approximately $311 million of METC debt.

The STB team working on the acquisition includes: David Sorkin, Brian Stadler, Eric Swedenburg, Paul Riskind, Eduardo Baeza (M&A); Risë Norman and Kirsten Davis (Capital Markets); James Cross and Jon Wry (Credit); Mark Tibberts and Amy Beller (Energy Regulatory); Greg Grogan and Andrew O'Brien (Employee Benefits); Steve Todrys, Nancy Mehlman and Peter Rosen (Tax); Adeeb Fadil (Environmental); Mardi Merjian (Real Estate) and Kirstie Howard (Intellectual Property).