MERRILLVILLE, Ind.,
Aug. 26, 2020 /PRNewswire/ --
NiSource Inc. ("NiSource") announced today the pricing terms of its
previously announced cash tender offer (the "Maximum Tender Offer")
for up to $150,000,000 aggregate
maximum repurchase 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 Notes"). The terms and
conditions of the Maximum Tender Offer are described in the Offer
to Purchase, dated August 12, 2020
(the "Offer to Purchase").
As of 5:00 p.m., New York City time, on August 25, 2020 (the "Early Tender Date"), as
reported by D.F. King & Co., Inc., the tender and information
agent for the Maximum Tender Offer, the principal amounts of the
Maximum Tender Offer Notes listed in the table below had been
validly tendered and not validly withdrawn. The following table
sets out, among other things, the applicable Total Consideration
for each $1,000 principal amount of
Maximum Tender Offer Notes accepted for purchase:
Title of
Security
|
CUSIP/ISIN
Numbers
|
Initial
Principal
Amount
|
Acceptance
Priority
Level
|
U.S.
Treasury
Reference
Security
|
Reference
Yield
|
Fixed
Spread
|
Repurchase
Yield
|
Principal
Amount
Tendered and
Accepted
|
Total
Consideration
(per $1,000
principal
amount)(a)
|
|
|
|
|
|
|
|
|
|
|
6.25% Notes due
2040
|
65473QAW3/
US65473QAW33
|
$250,000,000
|
1
|
1.25% U.S.
Treasury
due
5/15/2050
|
1.423%
|
+150
bps
|
2.923%
|
$97,398,000
|
$1,506.63
|
5.95% Notes due
2041(b)
|
65473QAX1/
US65473QAX16
|
$400,000,000
|
2
|
1.25% U.S.
Treasury
due
5/15/2050
|
1.423%
|
+145 bps
|
2.873%
|
$52,603,000
|
$1,470.74
|
5.80% Notes due
2042(c)
|
65473QAZ6/
US65473QAZ63
|
$250,000,000
|
3
|
1.25% U.S.
Treasury
due
5/15/2050
|
-%
|
+150 bps
|
-%
|
$-
|
$-
|
5.65% Notes due
2045(c)
|
65473QBD4/
US65473QBD43
|
$500,000,000
|
4
|
1.25% U.S.
Treasury
due
5/15/2050
|
-%
|
+155 bps
|
-%
|
$-
|
$-
|
5.25% Notes due
2043(c)
|
65473QBB8/
US65473QBB86
|
$500,000,000
|
5
|
1.25% U.S.
Treasury
due
5/15/2050
|
-%
|
+155 bps
|
-%
|
$-
|
$-
|
|
|
(a)
|
The Total
Consideration for the Maximum Tender Offer Notes validly tendered
prior to or at the Early Tender Date and not validly withdrawn and
accepted for purchase is calculated using the fixed spread shown in
the table above and includes an Early Tender Payment (as defined in
the Offer to Purchase) of $30 per $1,000 principal
amount.
|
(b)
|
Any outstanding 5.95%
Notes due 2041 validly tendered and not validly withdrawn will be
subject to proration as further described in the Offer to
Purchase.
|
(c)
|
None of the
outstanding Notes in this series will be accepted for
purchase.
|
The Total Consideration was calculated in the manner described
in the Offer to Purchase by reference to a fixed spread specified
in the table above plus the yield to par call date or yield to
maturity, as applicable, based on the bid-side price of the
applicable U.S. Treasury Reference Security specified in the table
above at 10:00 a.m., New York City time, on August 26, 2020. The Total Consideration also
includes the applicable Early Tender Payment (as shown in footnote
(a) to the table above for each series of Maximum Tender Offer
Notes) for each $1,000 principal
amount of such series of Maximum Tender Offer Notes tendered prior
to or at the Early Tender Date and accepted for purchase. Payments
for Maximum Tender Offer Notes accepted for purchase will include
accrued and unpaid interest from the last interest payment date
applicable to the relevant series of Maximum Tender Offer Notes up
to, but excluding, the Maximum Tender Early Settlement Date (as
defined in the Offer to Purchase) for such series of Maximum Tender
Offer Notes accepted for purchase. It is anticipated that the
Maximum Tender Early Settlement Date for the accepted Maximum
Tender Offer Notes will be August 27,
2020.
The withdrawal deadline for the Maximum Tender Offer was
5:00 p.m., New York City time, on August 25, 2020 and has not been extended.
Accordingly, Maximum Tender Offer Notes tendered prior to or
following the withdrawal deadline may not be withdrawn, subject to
applicable law.
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on September 9,
2020, unless extended or earlier terminated by NiSource.
NiSource's obligation to accept for purchase and to pay for the
Maximum Tender Offer Notes validly tendered and not validly
withdrawn in the Maximum Tender Offer is subject to the
satisfaction or waiver of a number of conditions described in the
Offer to Purchase. The Maximum Tender Offer may be terminated or
withdrawn in whole or terminated or withdrawn with respect to any
series of Maximum Tender Offer Notes, subject to applicable law.
NiSource reserves the right, subject to applicable law, to: (i)
waive any and all conditions to the Maximum Tender Offer, (ii)
extend or terminate the Maximum Tender Offer, (iii) increase or
decrease the Aggregate Maximum Repurchase Amount or (iv) otherwise
amend the Maximum Tender Offer in any respect.
Dealer Manager
Credit Suisse Securities (USA)
LLC is serving as Dealer Manager for the Maximum Tender Offer.
Questions regarding the Maximum Tender Offer 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 Maximum
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
Maximum Tender Offer is being made solely pursuant to terms and
conditions set forth in the Offer to Purchase.
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.