NiSource Announces the Total Consideration for its Cash Tender Offers
MERRILLVILLE, Ind., Nov. 23, 2011 /PRNewswire/ — NiSource Inc. (NYSE: NI)
announced today the reference yield and total consideration for each series of
notes subject to the previously announced cash tender offers of its finance
subsidiary, NiSource Finance Corp. NiSource Finance is offering to purchase any
and all of its outstanding 10.75% Notes due 2016 (“2016 Notes”) and, if less
than $250 million aggregate principal amount of 2016 Notes are validly tendered
and accepted for purchase, an amount of its 6.15% Notes due 2013 (“2013 Notes”)
equal to the difference between $250 million and the aggregate principal amount
of 2016 Notes validly tendered and accepted for purchase. As previously
announced, approximately $125 million aggregate principal amount of 2016 Notes
and approximately $228 million aggregate principal amount of 2013 Notes were
validly tendered and not validly withdrawn before 5:00 p.m., New York City time,
on November 22, 2011 (the “Early Participation Date”), according to information
provided by Global Bondholder Services Corporation, the depositary for the
tender offers.
The reference yields for the offers were determined at 10:00 a.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,
and includes an early tender premium of $30 per $1,000 principal amount. 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
applicable settlement date.
Title of
Security CUSIP Number Reference Reference Yield Fixed Spread Total Consideration
U.S. Treasury Security (Basis Points) Per $1,000
Principal
Amount of Notes
— —————
Any and All
Offer 1.000 % UST due 10/31/16
10.75% Notes
due 2016 65473QAU7 0.891% 125 $1,351.58
0.625% UST due 2/28/13
Maximum Tender
Offer 65473QAK9 0.191% 80 $1,062.22
6.15% Notes
due 2013
NiSource Finance has elected to exercise the early settlement option, described
in the Offer to Purchase dated November 14, 2011, with respect to the tender
offer for any and all 2016 Notes. Holders of 2016 Notes who validly tendered and
did not validly withdraw their 2016 Notes on or prior to 5:00 p.m., New York
City time, on the Early Participation Date are expected to receive payment for
their 2016 Notes on November 28, 2011 (the “Early Settlement Date”).
The offers are scheduled to expire at 11:59 p.m., New York City time, December
12, 2011, unless extended or earlier terminated. NiSource Finance previously
extended the deadline by which holders who tender their Notes will be eligible
to receive the early tender premium until 11:59 p.m., New York City time,
December 12, 2011, unless further extended by NiSource Finance. However,
withdrawal rights for Notes tendered in the tender offers were not extended and
expired at 5:00 p.m. yesterday.
The terms and conditions of the offers, 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 and the related Letter of Transmittal that were distributed to the
holders of the Notes. The offers are subject to the satisfaction or waiver of
certain conditions set forth in the Offer to Purchase, including a financing
condition which has now been satisfied as a result of NiSource Finance’s sale of
$250 million aggregate principal amount of 4.45% Notes due 2021 and $250 million
aggregate principal amount of 5.80% Notes due 2042 earlier today.
NiSource Finance has engaged Citigroup Global Markets Inc. to serve as dealer
manager for the tender offers. Questions regarding the tender offers may be
directed to Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).
Requests for documents may be directed to Global Bondholder Services
Corporation, the information agent and depositary for the tender offers, at
(212) 430-3774 (for banks and brokers) or (866) 952-2200 (U.S. toll-free).
This news release is for informational purposes only and does not constitute an
offer to purchase or a solicitation of an offer to sell with respect to the 2016
Notes or the 2013 Notes, nor is this news release an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities. The tender
offers are being made only pursuant to the Offer to Purchase and only in such
jurisdictions as is permitted under applicable law.
About NiSource
NiSource Inc. (NYSE: NI), 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 3.7 million customers located within the high-demand energy
corridor stretching from the Gulf Coast through the Midwest to New England.
Together, NiSource’s gas transmission and storage companies operate a
15,000-mile network of natural gas pipelines, 37 storage fields and serve some
of the nation’s largest and fastest-growing energy markets in the Northeast,
Midwest and Mid-Atlantic regions. Information about NiSource and its
subsidiaries is available via the Internet at www.nisource.com. 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 counter-party credit risk, and the matters
set forth in the “Risk Factors” section in NiSource’s 2010 Form 10-K and 2011
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.















