NiSource launches any-and-all and capped tender offers for notes

By Sarah Lizee

Olympia, Wash., Aug. 12 – NiSource Inc. launched cash any-and-all and capped tender offers for several series of notes, according to a press release.

Any-and-all offer

The following notes are included in the any-and-all offer:

• $63,552,000 of 4.45% notes due 2021 (Cusip: 65473QAY9) with pricing to be set using the 1.5% U.S. Treasury due Nov. 30, 2021 plus 40 basis points;

• $500 million of 2.65% notes due 2022 (Cusip: 65473QBH5) with pricing to be set using the 1.375% U.S. Treasury due Oct. 15, 2022 plus 12.5 bps;

• $250 million of 3.85% notes due 2023 (Cusip: 65473QBA0) with pricing to be set using the 1.375% U.S. Treasury due Feb. 15, 2023 plus 35 bps; and

• $350 million of 3.65% notes due 2023 (Cusip: 65473PAF2) with pricing to be set using the 0.125% U.S. Treasury due May 15, 2023 plus 15 bps.

The any-and-all tender offer will expire at 5 p.m. ET on Aug. 18.

The settlement date for the any-and-all tender offer is expected on Aug. 19.

Notes tendered under the any-and-all notes offer may be withdrawn at or prior to the expiration time.

To the extent that less than all of the outstanding notes in the any-and-all offer are tendered and accepted for purchase, NiSource currently intends to redeem all of the any-and-all notes that remain outstanding following the consummation of the any-and-all tender offer.

Capped offer

NiSource is offering to purchase up to $150 million of the following notes, listed in order of acceptance priority level:

• $250 million of 6.25% notes due 2040 (Cusip: 65473QAW3) with pricing to be set using the 1.25% U.S. Treasury due May 15, 2050 plus 150 bps;

• $400 million of 5.95% notes due 2041 (Cusip: 65473QAX1) with pricing to be set using the 1.25% U.S. Treasury due May 15, 2050 plus 145 bps;

• $250 million of 5.8% notes due 2042 (Cusip: 65473QAZ6) with pricing to be set using the 1.25% U.S. Treasury due May 15, 2050 plus 150 bps;

• $500 million of 5.65% notes due 2045 (Cusip: 65473QBD4) with pricing to be set using the 1.25% U.S. Treasury due May 15, 2050 plus 155 bps; and

• $500 million of 5.25% notes due 2043 (Cusip: 65473QBB8) with pricing to be set using the 1.25% U.S. Treasury due May 15, 2050 plus 155 bps.

The capped offer will expire at 11:59 p.m. ET on Sept. 9.

Under the capped offer, holders must validly tender their notes prior to or at 5 p.m. ET on Aug. 25 to be eligible to receive the $30 per $1,000 principal amount early tender payment.

Holders will also receive accrued interest up to but not including the applicable settlement date for each offer.

The early settlement date for the capped offer is set for Aug. 27, and the final settlement date is set for Sept. 10.

Notes tendered under the capped offer may be withdrawn at or prior to 5 p.m. ET on Aug. 25.

The dealer manager is Credit Suisse Securities (USA) LLC (800 820-1653, 212 325-2476).

The tender agent and information agent is D.F. King & Co., Inc. (212 269-5550, 877 679-4107).

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.

The energy holding company is based in Merrillville, Ind.

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