MERRILLVILLE, Ind.,
Aug. 12, 2020 /PRNewswire/
-- NiSource Inc. (NYSE: NI) announced today that NiSource Inc.
("NiSource") has commenced offers to purchase for cash (the "Tender
Offers") the outstanding debt securities listed below.
The Tender Offers are being made pursuant to an Offer to
Purchase, dated August 12, 2020 (the
"Offer to Purchase"), which sets forth a comprehensive description
of the terms of the Tender Offers. NiSource intends to fund the
purchase price of the notes accepted in the Tender Offers with a
portion of the net proceeds from the sale of long-term debt
securities in a public offering.
Any and All of the Outstanding Securities Listed
Below
Upon the terms and subject to the conditions described in the
Offer to Purchase, NiSource is offering to purchase for cash any
and all of its outstanding 4.45% Notes due 2021, 2.650% Notes due
2022, 3.85% Notes due 2023 and 3.650% Notes due 2023 (the "Any
and All Tender Offer" and such notes, collectively, the "Any and
All Notes"). The following table sets forth some of the terms of
the Any and All Tender Offer:
Title of
Security
|
CUSIP/ISIN
Numbers
|
Principal
Amount
Outstanding
|
U.S. Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
4.45% Notes due
2021(a)
|
65473QAY9/
US65473QAY98
|
$63,552,000
|
1.50% U.S. Treasury
due
11/30/2021
|
PX4
|
+40 bps
|
2.650% Notes due
2022(b)
|
65473QBH5/
US65473QBH56
|
$500,000,000
|
1.375% .U.S. Treasury
due
10/15/2022
|
PX5
|
+12.5 bps
|
3.85% Notes due
2023(a)
|
65473QBA0/
US65473QBA04
|
$250,000,000
|
1.375% U.S. Treasury
due
02/15/2023
|
PX5
|
+35 bps
|
3.650% Notes due
2023(b)
|
65473PAF2/
US65473PAF27
|
$350,000,000
|
0.125% .U.S. Treasury
due
05/15/2023
|
PX5
|
+15 bps
|
|
(a) The
applicable Total Consideration (as defined below) will be
calculated to the applicable maturity date of the Security (as
defined below) in accordance with the terms of the
Security.
|
(b) The applicable
Total Consideration will be calculated to the applicable par call
date of the Security in accordance with the terms of the
Security.
|
Up to the Aggregate Maximum Repurchase Amount of the
Outstanding Securities Listed Below
Upon the terms and subject to the conditions described in the
Offer to Purchase, NiSource is offering to purchase up to an
aggregate maximum repurchase amount of $150,000,000 principal amount (such principal
amount, the "Aggregate Maximum Repurchase Amount") of its
outstanding 6.25% Notes due 2040, 5.95% Notes due 2041, 5.80% Notes
due 2042, 5.65% Notes due 2045 and 5.25% Notes due 2043 (the
"Maximum Tender Offer" and such notes, collectively, the "Maximum
Tender Offer Notes", and the Maximum Tender Offer Notes together
with the Any and All Notes, the "Securities"), subject to the
acceptance priority levels noted in the table following.
The following table sets forth some of the terms of the Maximum
Tender Offer(a):
Title of
Security
|
CUSIP/ISIN
Numbers
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level(s)
|
U.S.
Treasury
Reference
Security
|
Bloomberg
Reference
Page
|
Fixed
Spread
|
6.25% Notes due
2040
|
65473QAW3/
US65473QAW33
|
$250,000,000
|
1
|
1.25% U.S. Treasury
due
5/15/2050
|
PX1
|
+150 bps
|
5.95% Notes due
2041
|
65473QAX1/
US65473QAX16
|
$400,000,000
|
2
|
1.25% U.S. Treasury
due
5/15/2050
|
PX1
|
+145 bps
|
5.80% Notes due
2042
|
65473QAZ6/
US65473QAZ63
|
$250,000,000
|
3
|
1.25% U.S. Treasury
due
5/15/2050
|
PX1
|
+150 bps
|
5.65% Notes due
2045
|
65473QBD4/
US65473QBD43
|
$500,000,000
|
4
|
1.25% U.S. Treasury
due
5/15/2050
|
PX1
|
+155 bps
|
5.25% Notes due
2043
|
65473QBB8/
US65473QBB86
|
$500,000,000
|
5
|
1.25% U.S. Treasury
due
5/15/2050
|
PX1
|
+155 bps
|
|
(a) Holders of
any Maximum Tender Offer Notes that are validly tendered after the
Early Tender Date (as defined below) but prior to or at the
Maximum
Tender Expiration Date (as defined below) and that are accepted for
purchase will receive the applicable Total Consideration minus an
amount in cash
equal to $30 per $1,000 principal amount.
|
The Any and All Tender Offer will expire at 5:00 p.m., New York
City time, on August 18, 2020,
unless extended or earlier terminated by NiSource (the "Any and All
Expiration Date"). Holders of the Any and All Notes must validly
tender and not validly withdraw their Any and All Notes prior to or
at the Any and All Expiration Date to be eligible to receive the
applicable Total Consideration for such Any and All Notes.
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on September 9,
2020, unless extended or earlier terminated (the "Maximum
Tender Expiration Date"). Holders of the Maximum Tender Offer Notes
must validly tender and not validly withdraw their Maximum Tender
Offer Notes prior to or at 5:00 p.m.,
New York City time, on
August 25, 2020, unless extended or
earlier terminated by NiSource (the "Early Tender Date"), to be
eligible to receive the applicable Total Consideration for such
Maximum Tender Offer Notes, which is inclusive of an amount in cash
equal to $30 per $1,000 principal amount (the "Early Tender
Payment"). Holders of the Maximum Tender Offer Notes who validly
tender their Maximum Tender Offer Notes after the Early Tender Date
but prior to or at the applicable Maximum Tender Expiration Date
will be eligible to receive the applicable Total Consideration for
such Maximum Tender Offer Notes minus the Early Tender
Payment.
All Maximum Tender Offer Notes tendered prior to or at the Early
Tender Date will be accepted based on the acceptance priority
levels noted in the second table above and will have priority over
Maximum Tender Offer Notes tendered after the Early Tender Date,
regardless of the acceptance priority levels of the Maximum Tender
Offer Notes tendered after the Early Tender Date. Subject to
applicable law, NiSource may increase or decrease the Aggregate
Maximum Repurchase Amount in its sole discretion.
The applicable consideration (the "Total Consideration") offered
per $1,000 principal amount of each
series of Securities validly tendered and accepted for purchase
pursuant to the applicable Tender Offer will be determined in the
manner described in the Offer to Purchase by reference to the
applicable fixed spread for such Securities (the "Fixed Spread")
specified in the applicable table above plus the applicable yield
to maturity based on the bid-side price of the applicable U.S.
Treasury Reference Security specified in the applicable table
above, calculated as of 2:00 p.m.,
New York City time, on
August 18, 2020, in the case of the
Any and All Tender Offer, and at 10:00
a.m., New York City time,
on August 26, 2020, in the case of
the Maximum Tender Offer, in each case unless extended or earlier
terminated by NiSource. In addition to the Total Consideration,
Holders of Securities accepted for purchase will also receive
accrued and unpaid interest on Securities validly tendered and
accepted for purchase from the applicable last interest payment
date up to, but not including, the applicable settlement date. The
settlement date for the Any and All Tender Offer is expected to be
the first business day after the Any and All Expiration Date and is
expected to be August 19, 2020. The
settlement date for the Maximum Tender Offer Notes validly tendered
and accepted for purchase on the Early Tender Date is expected to
be promptly after the Early Tender Date and is expected to be the
second business day after the Early Tender Date and is expected to
be August 27, 2020. The settlement
date for the Maximum Tender Offer Notes validly tendered and
accepted for purchase after the Early Tender Date is expected to be
the first business day after the Maximum Tender Expiration Date and
is expected to be September 10,
2020.
Any and All Notes tendered pursuant to the Any and All Tender
Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York
City time, on August 18, 2020,
and Maximum Tender Offer Notes tendered pursuant to the Maximum
Tender Offer may be withdrawn prior to or at, but not after,
5:00 p.m., New York City time, on August 25, 2020 (such dates and times, as they
may be extended with respect to the Any and All Notes or a series
of Maximum Tender Offer Notes, the applicable "Withdrawal
Deadline").
After the applicable Withdrawal Deadline, you may not, except in
certain limited circumstances described in the Offer to Purchase,
withdraw your tendered Securities unless NiSource amends the
applicable Tender Offer in a manner that is materially adverse to
the tendering holders, in which case withdrawal rights may be
extended as NiSource determines, to the extent required by law (as
determined by NiSource), appropriate to allow tendering holders a
reasonable opportunity to respond to such amendment. Additionally,
NiSource, in its sole discretion, may extend a Withdrawal Deadline
for any purpose. If a custodian bank, broker, dealer, commercial
bank, trust company or other nominee holds your Securities, such
nominee may have an earlier deadline or deadlines for receiving
instructions to withdraw tendered Securities.
To the extent that less than all of the outstanding Any and All
Notes are tendered and accepted for purchase in the Any and All
Tender Offer, NiSource currently intends to (but is not obligated
to) redeem all of the Any and All Notes that remain outstanding
following the consummation of the Any and All Tender Offer. Nothing
in this press release shall constitute a notice of redemption or an
obligation to issue a notice of redemption for the Any and All
Notes. Any such notice of redemption will be made only pursuant to
and in accordance with the indenture for the Any and All Notes.
NiSource's obligation to accept for purchase and to pay for the
Securities in the Tender Offers is subject to the satisfaction or
waiver of a number of conditions described in the Offer to
Purchase, including a financing condition. The Tender Offers may be
terminated or withdrawn in whole or terminated or withdrawn with
respect to any series of the Securities, subject to applicable law.
NiSource reserves the right, subject to applicable law, to (i)
waive any and all conditions to any of the Tender Offers, (ii)
extend or terminate any of the Tender Offers, (iii) increase or
decrease the Aggregate Maximum Repurchase Amount in the case of the
Maximum Tender Offer Notes, or (iv) otherwise amend any of the
Tender Offers in any respect.
*
* *
The complete terms and conditions of the Tender 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 Manager, the tender and information agent or
the Trustee with respect to the Securities is making any
recommendation as to whether holders should tender any Securities
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 Securities, and, if so, the principal amount
of Securities to tender.
Credit Suisse Securities (USA)
LLC is serving Dealer Manager for the Tender Offers. Questions
regarding the offers may be directed to Credit Suisse Securities
(USA) LLC toll-free at (800)
820-1653 or collect at (212) 325-2476. 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 (877) 679-4107. Additionally, a copy of the Offer to
Purchase (including the Notice of Guaranteed Delivery) is available
at the following web address: www.dfking.com/nisource.
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, NiSource's
approximately 8,400 employees are focused on safely delivering
reliable and affordable energy to our customers and communities we
serve. Additional information about NiSource, its investments in
modern infrastructure and systems, its commitments and its local
brands can be found on its website. 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. These forward-looking
statements include, but are not limited to, statements concerning
our plans, strategies, objectives, expected performance,
expenditures, recovery of expenditures through rates, stated on
either a consolidated or segment basis, and any and all underlying
assumptions and other statements that are other than statements of
historical fact. 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 and
expectations discussed in this press release include among other
things, our debt obligations; any changes to our credit rating or
the credit rating of certain of our subsidiaries; our ability to
execute our growth strategy; changes in general economic, capital
and commodity market conditions; pension funding obligations;
economic regulation and the impact of regulatory rate reviews; our
ability to obtain expected financial or regulatory outcomes; our
ability to adapt to, and manage costs related to, advances in
technology; any changes in our assumptions regarding the financial
implications of a series of fires and explosions that occurred in
Lawrence, Andover and North
Andover, Massachusetts related to the delivery of natural
gas by Columbia of Massachusetts in September 2018 (the "Greater Lawrence Incident");
compliance with the agreements entered into with the U.S.
Attorney's Office to settle the U.S. Attorney's Office's
investigation relating to the Greater Lawrence Incident; the
pending sale of the Columbia Gas of Massachusetts business, including the terms
and closing conditions under the Asset Purchase Agreement;
potential incidents and other operating risks associated with our
business; continuing and potential future impacts from the COVID-19
pandemic; our ability to obtain sufficient insurance coverage and
whether such coverage will protect us against significant losses;
the outcome of legal and regulatory proceedings, investigations,
incidents, claims and litigation; any damage to our reputation,
including in connection with the Greater Lawrence Incident;
compliance with applicable laws, regulations and tariffs;
compliance with environmental laws and the costs of associated
liabilities; fluctuations in demand from residential, commercial
and industrial 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 impairment of goodwill;
changes in taxation and accounting principles; 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 workforce; the ability of our subsidiaries to generate
cash; our ability to manage new initiatives and organizational
changes; the performance of third-party suppliers and service
providers; changes in the method for determining LIBOR and the
potential replacement of the LIBOR benchmark interest rate; and
other matters in the "Risk Factors" section of our Annual Report on
Form 10-K for the fiscal year ended December
31, 2019, as updated in our Quarterly Report on Form 10-Q
for the quarter ended March 31, 2020
and our subsequent SEC filings. In addition, the relative
contributions to profitability by each business segment, and the
assumptions underlying the forward-looking statements relating
thereto, may change over time. A credit rating is not a
recommendation to buy, sell or hold securities, and may be subject
to revision or withdrawal at any time by the assigning rating
organization. In addition, dividends are subject to board
approval.
All forward-looking statements are expressly qualified in their
entirety by the foregoing cautionary statements. We undertake no
obligation to, and expressly disclaim any such obligation to,
update or revise any forward-looking statements to reflect changed
assumptions, the occurrence of anticipated or unanticipated events
or changes to the future results over time or otherwise, except as
required by law.
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SOURCE NiSource Inc.