NiSource Announces Expiration and Final Results for its Cash Tender Offers
MERRILLVILLE, Ind., June 9, 2017 /PRNewswire/ -- NiSource Inc. (NYSE: NI) announced today the expiration and final results of the previously announced cash tender offers made by its finance subsidiary, NiSource Finance Corp. for any and all of NiSource Finance's outstanding 6.125% Notes due 2022 (the "Any and All Notes") and up to a specified maximum aggregate principal amount of each of its 6.40% Notes due 2018, 6.80% Notes due 2019 and 5.45% Notes due 2020 (collectively, the "Maximum Tender Offer Notes" and, together with the Any and All Notes, the "Notes"). The consideration to be paid in the tender offer for each series of Notes was previously announced on May 25, 2017.
The tender offers expired at 11:59 p.m., New York City time, on June 8, 2017 (the "Expiration Time"). On May 26, 2017 (the "Early Settlement Date"), NiSource purchased $319,308,000 aggregate principal amount of the Any and All Notes, $200,922,000 aggregate principal amount of the 6.40% Notes due 2018, $244,883,000 aggregate principal amount of the 6.80% Notes due 2019 and $224,887,000 aggregate principal amount of the 5.45% Notes due 2020, which were validly tendered and not validly withdrawn in the tender offers as of 5:00 p.m., Eastern time, on May 24, 2017 (the "Early Tender Deadline"). As NiSource Finance purchased the maximum amount of each series of Maximum Tender Offer Notes on the Early Settlement Date, Maximum Tender Offer Notes tendered after the Early Tender Deadline were not accepted for purchase.
As of the Expiration Time, $320,046,000 aggregate principal amount of the Any and All Notes were validly tendered and not validly withdrawn in the tender offers, of which $738,000 were tendered after the Early Tender Deadline, according to information provided by D.F. King & Co., Inc., the tender agent for the tender offers. Subject to the terms and conditions of the tender offer for the Any and All Notes, NiSource Finance will accept for purchase all of the Any and All Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Time pursuant to the tender offer. The settlement for the Any and All Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Time and accepted for purchase by NiSource Finance is expected to take place on June 9, 2017. Holders whose Any and All Notes were accepted for purchase will receive $1,139.25 per $1,000 principal amount, which excludes the $30 early tender premium, plus accrued and unpaid interest up to, but not including, the payment date.
NiSource Finance's obligation to accept for purchase, and to pay for, any of the Any and All Notes validly tendered (and not validly withdrawn) after the Early Tender Deadline and at or prior to the Expiration Time and accepted for purchase pursuant to the tender offer is conditioned upon the satisfaction or waiver of the conditions described in the Offer to Purchase under the heading "Terms of the Tender Offers – Conditions to the Tender Offers." As previously announced, NiSource Finance has completed the sale of $2,000,000,000 of long-term debt securities, and the "Financing Condition" described in the Offer to Purchase has been satisfied.
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 were 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.
J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and MUFG Securities Americas Inc. were the 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., the Tender and Information Agent for the tender offers, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 342-1635.
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.
SOURCE NiSource Inc.
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