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Thursday, May 11, 2017
NiSource Finance Corp. Announces Cash Tender Offers for Certain Notes

MERRILLVILLE, Ind., May 11, 2017 /PRNewswire/ -- NiSource Inc. (NYSE: NI) announced today that its finance subsidiary, NiSource Finance Corp., has commenced cash tender offers (the "Tender Offers") for four series of its outstanding debt securities.

The tender offers are being made pursuant to an Offer to Purchase, dated May 11, 2017 (the "Offer to Purchase"), which sets forth a comprehensive description of the terms of the offers. NiSource Finance intends to fund the purchase price of the notes accepted in the offers with a portion of the net proceeds from the sale of long-term debt securities in a public offering announced separately today.

Any and All Tender Offer for 6.125% Notes due 2022

Upon the terms and subject to the conditions described in the Offer to Purchase, NiSource Finance is offering to purchase (the "Any and All Tender Offer") for cash any and all of its outstanding 6.125% Notes due 2022 ("Any and All Notes"). The following table sets forth some of the terms of the Any and All Tender Offer:

Title of Security

CUSIP Number

 

Principal
Amount
Outstanding

Reference

U.S. Treasury Security

Bloomberg
Reference
Page (1)

Fixed
Spread
(basis
points)

Early
Tender
Premium
(2)(3)

6.125% Notes
due 2022

65473QAV5

$500,000,000

1.875% UST due 4/30/2022

PX1

55

$30



(1)

The applicable page on Bloomberg from which the Dealer Managers will quote the bid side prices of the applicable Reference U.S. Treasury Security.

(2)

The Total Consideration (as defined below) is calculated using the applicable fixed spread and is inclusive of the Early Tender Premium.

(3)

Per $1,000 principal amount for Notes validly tendered and accepted prior to the Early Tender Deadline.

Maximum Tender Offers for 6.40% Notes due 2018, 6.80% Notes due 2019 and 5.45% Notes due 2020

Upon the terms and subject to the conditions described in the Offer to Purchase, NiSource Finance is offering to purchase (the "Maximum Tender Offers" and, together with Any and All Tender Offer, the "Tender Offers") for cash up to $175,000,000 aggregate principal amount of its 6.40% Notes due 2018, up to $200,000,000 aggregate principal amount of its 6.80% Notes due 2019 and up to $220,000,000 aggregate principal amount of its 5.45% Notes due 2020 (collectively, the "Maximum Tender Notes" and, together with Any and All Notes, the "Notes"). The maximum aggregate principal amount of a series of Maximum Tender Notes that will be purchased in the Maximum Tender Offers is referred to as the applicable "Tender Cap."

The following table sets forth some of the terms of the Maximum Tender Offers:

Title of Security

CUSIP
Number

Principal
Amount
Outstanding

Tender Cap

Reference
U.S. Treasury
Security

Bloomberg
Reference
Page (1)

Fixed
Spread
(basis
points)

Early
Tender
Premium
   (2)(3)   









6.40% Notes due 2018

65473QAS2

$476,027,000

$175,000,000

1% UST due 3/15/2018

PX3

30

$30









6.80% Notes due 2019

65473QAT0

$500,000,000

$200,000,000

1.125% UST due 1/15/2019

PX4

50

$30









5.45% Notes due 2020

65473QAR4

$550,000,000

$220,000,000

1.5% UST due 5/15/2020

PX1

70

$30









(1)

The applicable page on Bloomberg from which the Dealer Managers will quote the bid side prices of the applicable Reference U.S. Treasury Security.

(2)

The Total Consideration (as defined below) is calculated using the applicable fixed spread and is inclusive of the Early Tender Premium.

(3)

Per $1,000 principal amount for Notes validly tendered and accepted prior to the Early Tender Deadline.

Each of the Tender Offers is scheduled to expire at 11:59 p.m., Eastern Time, on June 8, 2017, unless extended (such date and time, as the same may be extended, the "Expiration Time"). Holders of Notes that are validly tendered and not validly withdrawn on or prior to 5:00 p.m., Eastern Time, on May 24, 2017 (the "Early Tender Deadline") will receive as consideration for their Notes an amount which includes the early tender premium. Holders who validly tender their Notes after the Early Tender Deadline, but before the Expiration Time, will receive as consideration for their Notes an amount which does not include the early tender premium. Tenders of Notes may be validly withdrawn at any time up to 5:00 p.m., Eastern Time, on May 24, 2017 (the "Withdrawal Deadline").

The total consideration for each $1,000 principal amount of a series of Notes validly tendered and accepted for payment pursuant to a Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the fixed spread over the yield to maturity of the applicable U.S. Treasury Security specified for such series of Notes on the cover page of the Offer to Purchase.

In addition to the consideration amounts described above, holders whose Notes are accepted for purchase will receive accrued and unpaid interest up to, but not including, the applicable settlement date, which is expected to be May 26, 2017, in the case of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline, or June 9, 2017, in the case of Notes tendered after the Early Tender Deadline.

The Tender Offers are not conditioned upon any minimum amount of Notes being tendered, and the Tender Offers may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of the Notes. NiSource Finance will only accept for purchase Maximum Tender Notes up to the applicable Tender Caps.

NiSource Finance reserves the right to increase, decrease or eliminate the Tender Cap with respect to any series of Maximum Tender Notes. If Holders tender more Maximum Tender Notes in the Maximum Tender Offers than they expect to be accepted for purchase by NiSource Finance based on the applicable Tender Caps for the Maximum Tender Notes being tendered, and NiSource Finance subsequently accepts more than such Holders expected of such Maximum Tender Notes tendered and not validly withdrawn on or before the Withdrawal Deadline, such Holders will not be able to withdraw any of their previously tendered Maximum Tender Notes. Accordingly, Holders should not tender any Maximum Tender Notes that they do not wish to be accepted for purchase.

Subject to the applicable Tender Caps, all Maximum Tender Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline will be accepted before any Maximum Tender Notes tendered after the Early Tender Deadline are accepted in the Maximum Tender Offers.

The offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including, among other things, NiSource Finance receiving proceeds from the debt offering announced today sufficient to purchase all Notes validly tendered (and not validly withdrawn) and accepted for purchase by the Company and to pay all fees and expenses in connection with the Tender Offers.

*          *          *

The complete terms and conditions of the offers are set forth in the Offer to Purchase. Holders of Any and All Notes and Maximum Tender Notes are urged to read these documents carefully before making any decision with respect to the tender offers.

None of NiSource or its affiliates, their respective boards of directors, the Dealer Managers, the tender and information agent or the Trustee with respect to the Notes is making any recommendation as to whether holders should tender any Notes in response to any of the Tender Offers, and neither NiSource nor any such other person has authorized any person to make any such recommendation. Holders must make their own decision as to whether to tender any of their notes, and, if so, the principal amount of Notes to tender.

J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and MUFG Securities Americas Inc. are serving as Dealer Managers for the offers. Questions regarding the offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect), Barclays Capital Inc. at (800) 438-3242 (toll free) or (212)-528-7581 (collect), Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect) or MUFG Securities Americas Inc. at (877) 744-4532 (toll free) or (212) 405-7481 (collect). Requests for the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as Tender and Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 342-1635.

This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offers are being made solely pursuant to terms and conditions set forth in the Offer to Purchase. This press release is being issued pursuant to and in accordance with Rule 134 under the Securities Act of 1933, as amended.

About NiSource

NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.5 million natural gas customers and 500,000 electric customers across seven states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, as of December 31, 2016, NiSource had approximately 8,000 employees. NI-F

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. Examples of forward-looking statements in this press release include statements and expectations regarding NiSource's business, performance, growth, investment opportunities, and planned, identified, infrastructure or utility investments. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ materially from the projections, forecasts, estimates, plans, expectations and strategy discussed in this press release include, among other things, NiSource's debt obligations; any changes in NiSource's credit rating; NiSource's ability to execute its growth strategy; changes in general economic, capital and commodity market conditions; pension funding obligations; economic regulation and the impact of regulatory rate reviews; NiSource's ability to obtain expected financial or regulatory outcomes; any damage to NiSource's reputation; compliance with environmental laws and the costs of associated liabilities; fluctuations in demand from residential and commercial customers; economic conditions of certain industries; the success of NIPSCO's electric generation strategy; the price of energy commodities and related transportation costs; the reliability of customers and suppliers to fulfill their payment and contractual obligations; potential impairments of goodwill or definite-lived intangible assets; changes in taxation and accounting principles; potential incidents and other operating risks associated with our business; the impact of an aging infrastructure; the impact of climate change; potential cyber-attacks; construction risks and natural gas costs and supply risks; extreme weather conditions; the attraction and retention of a qualified work force; advances in technology; the ability of NiSource's subsidiaries to generate cash; uncertainties related to the expected benefits of the separation of Columbia Pipeline Group, Inc. and other matters set forth in Item 1A, "Risk Factors" section of NiSource's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended, and in other filings with the Securities and Exchange Commission. NiSource expressly disclaims any duty to update, supplement or amend any of its forward-looking statements contained in this press release, whether as a result of new information, subsequent events or otherwise, except as required by applicable law.

 

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SOURCE NiSource Inc.

 

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