UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE TO
Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934
(Amendment No. 2 - Final Amendment)
NISOURCE INC.
(Name of Subject Company (Issuer) and Filing Person (Offeror))
Shares of 5.650% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock,
liquidation preference $1,000 per share
(Title of Class of Securities)
65473P AC9 and U65483 AA4
(CUSIP Number of Class of Securities)
Randy G. Hulen
Vice
President, Investor Relations and Treasurer
NiSource Inc.
801 East 86
th
Avenue
Merrillville, Indiana 46410
(877)
647-5990
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing persons)
With a Copy to:
Robert J. Minkus, Esq.
Schiff Hardin LLP
233 S.
Wacker Drive, Suite 7100
Chicago, Illinois 60606
(312) 258-5500
CALCULATION OF FILING FEE
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Transaction valuation(1)
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Amount of filing fee(2)
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$ 400,000,000
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$48,480
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(1)
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This valuation assumes the exchange of up to 400,000 unregistered shares of our 5.650% Series A Fixed-Rate
Reset Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $1,000 per share for up to 400,000 shares of our 5.650% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $1,000 per share
that have been registered under the Securities Act of 1933.
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(2)
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Computed in accordance with Rule
0-11(a)(4)
under the Securities
Exchange Act of 1934.
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☒
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Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing
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Amount Previously Paid: $48,480
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Filing Party: NiSource Inc.
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Form or Registration No.: Registration Statement on Form
S-4
(No.
333-228790).
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Date Filed: December 13, 2018
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☐
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Check the box if the filing relates solely to preliminary communications made before the commencement of a
tender offer.
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Check the appropriate boxes below to designate any transaction to which the statement relates:
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☐
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third-party tender offer subject to Rule
14d-1
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☒
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issuer tender offer subject to Rule
13e-4
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☐
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going-private transaction subject to Rule
13e-3
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☐
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amendment to Schedule 13D under Rule
13d-2
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Check the following box if the filing is a final amendment reporting the results of the tender offer: ☒
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
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☐
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Rule
13e-4(i)
(Cross-Border Issuer Tender Offer)
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☐
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Rule
14d-1(d)
(Cross-Border Third-Party Tender Offer)
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