NiSource Announces the Total Consideration for Its Cash Tender Offer

Dec 14, 2010, 15:49 ET from NiSource Inc.

MERRILLVILLE, Ind., Dec. 14, 2010 /PRNewswire-FirstCall/ -- NiSource Inc. (NYSE: NI) announced today the reference yield and total consideration for each series of notes subject to the previously announced cash tender offer of its finance subsidiary, NiSource Finance Corp.  NiSource Finance is offering to purchase up to $250 million aggregate principal amount of its outstanding 10.75% Notes due 2016 and 6.80% Notes due 2019 in the priority listed in the table below.  

The reference yields for the offer were determined at 2:00 p.m., New York City time, today.  The total consideration for each series of notes is based on the applicable reference yield plus a fixed spread, as set forth in the table below.  Holders also will receive accrued and unpaid interest on all tendered notes accepted for payment from the last interest payment date to, but not including, the settlement date, which is currently expected to be December 30, 2010.

CUSIP Number

Title of Security

Acceptance Priority


U.S. Treasury Security

Reference Yield

Fixed Spread

(Basis Points)

Total Consideration

Per $1,000


Amount of Notes


10.75% Notes due 2016


1.375% U.S. Treasury Note due 11/30/15





6.80% Notes due 2019


2.625% U.S. Treasury Note due 11/15/20




The offer is scheduled to expire at 11:59 p.m., New York City time, December 29, 2010, unless extended or earlier terminated.  Holders of notes subject to the tender offer must tender and not withdraw their notes before the early participation date, which is 5:00 p.m., New York City time, today, December 14, 2010, to receive the total consideration, which includes an early tender payment of $30 per $1,000 principal amount of notes tendered and accepted for purchase.  Holders who tender their notes after 5:00 p.m. today, the early participation date, will receive the late tender offer consideration, which is the total consideration minus the early tender payment.  Holders may not withdraw tendered notes after 5:00 p.m. today.

The terms and conditions of the offer, including the conditions of NiSource Finance's obligation to accept the notes tendered and to pay the total consideration plus accrued and unpaid interest, are set forth in the Offer to Purchase dated December 1, 2010 and the related Letter of Transmittal that were distributed to the holders of the notes. The offer is subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase. The condition that NiSource Finance complete its previously announced note offering has been satisfied.

NiSource Finance has engaged Deutsche Bank Securities Inc. and RBS Securities Inc. to serve as dealer managers for the tender offer.  Questions regarding the tender offer may be directed to Deutsche Bank at (212) 250-2955 (collect) or (866) 627-0371 (toll-free), or RBS at (203) 897-6145 (collect) or (877) 297-9832 (toll-free).  Requests for documents may be directed to Global Bondholder Services Corporation, the information agent and depositary for the tender offer, at (212) 430-3774 (for banks and brokers) or (866) 952-2200 (U.S. toll-free).

About NiSource

NiSource Inc., based in Merrillville, Ind., is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution.  NiSource operating companies deliver energy to 3.8 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England.  Information about NiSource and its subsidiaries is available via the Internet at NI-F

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Those statements include statements regarding the intent, belief or current expectations of NiSource and its management.  Although NiSource believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved.  Readers are cautioned that the forward-looking statements in this news release are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements.  Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following: weather; fluctuations in supply and demand for energy commodities; growth opportunities for NiSource's businesses; increased competition in deregulated energy markets; the success of regulatory and commercial initiatives; dealings with third parties over whom NiSource has no control; actual operating experience of NiSource's assets; the regulatory process; regulatory and legislative changes; the impact of potential new environmental laws or regulations; the results of material litigation; changes in pension funding requirements; changes in general economic, capital and commodity market conditions; and counterparty credit risk, and the matters set forth in the "Risk Factors" section in NiSource's 2009 Form 10-K and 2010 Forms 10-Q, many of which risks are beyond the control of NiSource.  NiSource expressly disclaims a duty to update any of the forward-looking statements contained in this release.

SOURCE NiSource Inc.