Filed Pursuant to Rule 433

Registration Statement, as amended (No. 333-234422)

April 7, 2020

NiSource Inc.

$1,000,000,000 3.600% Notes due 2030


(To Preliminary Prospectus Supplement dated April 7, 2020)



   NiSource Inc.


   3.600% Notes due 2030 (the “Notes”)

Ratings (Moody’s; S&P; Fitch)*:

   Baa2 (stable)/BBB+ (stable)/BBB (stable)



Public Offering Price:

   99.631% of the principal amount

Maturity Date:

   May 1, 2030

Benchmark Treasury:

   1.500% due February 15, 2030

Benchmark Treasury Price/Yield:


Spread to Benchmark Treasury:

   T+290 basis points

Yield to Maturity:


Optional Redemption Terms:


Make-whole call at any time prior to February 1, 2030 (the “Par Call Date”) at 45 basis points spread over Treasury Benchmark (calculated to the Par Call Date).

Callable on or after the Par Call Date at par.



Interest Payment Dates:

   May 1 and November 1 of each year, beginning November 1, 2020

Initial Interest Accrual Date:

   April 13, 2020


   SEC Registered

Transaction Date:

   April 7, 2020

Expected Settlement Date**:            

   April 13, 2020 (T+3)


   65473P AJ4/ US65473PAJ49

Joint Book-Running Managers:


Barclays Capital Inc.

J.P. Morgan Securities LLC

MUFG Securities Americas Inc.

PNC Capital Markets LLC



BNP Paribas Securities Corp.

KeyBanc Capital Markets Inc.

U.S. Bancorp Investments, Inc.

Wells Fargo Securities, LLC

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

** We expect to deliver the Notes against payment for the Notes on or about April 13, 2020, which will be the third business day following the date of the pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify alternative settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing should consult their own advisors.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Barclays Capital Inc., toll-free at 1-888-603-5847, J.P. Morgan Securities LLC, collect at 1-212-834-4533, MUFG Securities Americas Inc., toll free at 1-877-649-6848 or PNC Capital Markets LLC, toll-free at 1-855-881-0697.

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