MERRILLVILLE, Ind.,
Aug. 18, 2020 /PRNewswire/ --
NiSource Inc. ("NiSource") announced today the applicable Total
Consideration as set forth in the table below in respect of the
previously announced cash tender offer for 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
terms and conditions of the Any and All Tender Offer are described
in the Offer to Purchase, dated August 12,
2020 (the "Offer to Purchase").
The Reference Yield, Repurchase Yield and Total Consideration
with respect to the Any and All Tender Offer are detailed in the
table below:
Title of
Security
|
CUSIP/ISIN
Numbers
|
Initial
Principal
Amount
Outstanding
|
U.S. Treasury
Reference Security
|
Reference
Yield
|
Fixed
Spread
|
Repurchase
Yield
|
Total
Consideration (per $1,000
principal
amount)
|
4.45% Notes due
2021(a)
|
65473QAY9/ US65473QAY98
|
$63,552,000
|
1.50% U.S. Treasury
due 11/30/2021
|
0.154%
|
+40 bps
|
0.554%
|
$1,049.75
|
2.650% Notes due
2022(b)
|
65473QBH5/ US65473QBH56
|
$500,000,000
|
1.375% .U.S. Treasury
due 10/15/2022
|
0.155%
|
+12.5 bps
|
0.280%
|
$1,051.03
|
3.85% Notes due
2023(a)
|
65473QBA0/ US65473QBA04
|
$250,000,000
|
1.375% U.S. Treasury
due 02/15/2023
|
0.157%
|
+35 bps
|
0.507%
|
$1,082.58
|
3.650% Notes due
2023(b)
|
65473PAF2/ US65473PAF27
|
$350,000,000
|
0.125% .U.S. Treasury
due 05/15/2023
|
0.165%
|
+15 bps
|
0.315%
|
$1,090.88
|
|
|
(a)
|
The applicable Total
Consideration will be calculated to the applicable maturity date of
the notes.
|
|
|
(b)
|
The applicable Total
Consideration will be calculated to the applicable par call date of
the notes.
|
Upon consummation of the Any and All Tender Offer, NiSource will
pay the applicable Total Consideration (as shown in the table
above) for each $1,000 principal
amount of Any and All Notes tendered and accepted for payment plus
accrued and unpaid interest up to, but not including, August 19, 2020, the expected settlement date for
the Any and All Tender Offer. 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 2:00 p.m., New
York City time, on August 18, 2020.
The Any and All Tender Offer expired at 5:00 p.m., New York
City time, on August 18, 2020.
According to information provided by D.F. King & Co. Inc., the
tender and information agent for the Any and All Tender Offer,
$2,922,000 aggregate principal amount
of the 4.45% Notes due 2021, $415,270,000 aggregate principal amount of the
2.650% Notes due 2022, $146,559,000
aggregate principal amount of the 3.85% Notes due 2023 and
$254,453,000 aggregate principal
amount of the 3.650% Notes due 2023 were validly tendered prior to
or at the expiration of the Any and All Tender Offer and not
validly withdrawn. This amount excludes $20,000 aggregate principal amount of the 4.45%
Notes due 2021, $1,727,000 aggregate
principal amount of the 2.650% Notes due 2022, $137,000 aggregate principal amount of the 3.85%
Notes due 2023 and $968,000 aggregate
principal amount of the 3.650% Notes due 2023 tendered pursuant to
the guaranteed delivery procedures described in the Offer to
Purchase and the related notice of guaranteed delivery provided in
connection with the Any and All Tender Offer, which remain subject
to the holders' performance of the delivery requirements under such
procedures. NiSource expects to accept Any and All Notes tendered
and to pay the applicable Total Consideration, subject to
satisfaction or waiver of certain conditions and other terms set
forth in the Offer to Purchase, on August
19, 2020.
On August 18, 2020, NiSource
successfully consummated the Financing Transaction (as defined in
the Offer to Purchase). Proceeds from the Financing Transaction,
along with cash on hand, will be used to pay the applicable Total
Consideration for all of the Any and All Notes that were tendered.
On August 18, 2020, NiSource issued a
notice to redeem all of the Any and All Notes that remain
outstanding following the consummation of the Any and All Tender
Offer.
Dealer Manager
Credit Suisse Securities (USA)
LLC is serving as Dealer Manager for the Any and All Tender Offer.
Questions regarding the Any and All 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 Any and All
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 Any
and All Tender Offer is 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.