NiSource Announces the Total Consideration for its Cash Tender Offers

^{Published on 2011-11-23 12:41:16 - Market Wire}
 

NiSource Announces the Total Consideration for its Cash Tender Offers -- MERRILLVILLE, Ind., Nov. 23, 2011 /PRNewswire/ --

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MERRILLVILLE, Ind., Nov. 23, 2011 /PRNewswire/ -- NiSource Inc. (NYSE: [ NI ]) announced today the reference yield and total consideration for each series of notes subject to the previously announced cash tender offers of its finance subsidiary, NiSource Finance Corp.  NiSource Finance is offering to purchase any and all of its outstanding 10.75% Notes due 2016 ("2016 Notes") and, if less than $250 million aggregate principal amount of 2016 Notes are validly tendered and accepted for purchase, an amount of its 6.15% Notes due 2013 ("2013 Notes") equal to the difference between $250 million and the aggregate principal amount of 2016 Notes validly tendered and accepted for purchase.  As previously announced, approximately $125 million aggregate principal amount of 2016 Notes and approximately $228 million aggregate principal amount of 2013 Notes were validly tendered and not validly withdrawn before 5:00 p.m., New York City time, on November 22, 2011 (the "Early Participation Date"), according to information provided by Global Bondholder Services Corporation, the depositary for the tender offers.

The reference yields for the offers were determined at 10:00 a.m., New York City time, today.  The total consideration for each series of Notes is based on the applicable reference yield plus a fixed spread, as set forth in the table below, and includes an early tender premium of $30 per $1,000 principal amount.  Holders also will receive accrued and unpaid interest on all tendered notes accepted for payment from the last interest payment date to, but not including, the applicable settlement date.

NiSource Finance has elected to exercise the early settlement option, described in the Offer to Purchase dated November 14, 2011, with respect to the tender offer for any and all 2016 Notes. Holders of 2016 Notes who validly tendered and did not validly withdraw their 2016 Notes on or prior to 5:00 p.m., New York City time, on the Early Participation Date are expected to receive payment for their 2016 Notes on November 28, 2011 (the "Early Settlement Date"). 

The offers are scheduled to expire at 11:59 p.m., New York City time, December 12, 2011, unless extended or earlier terminated.  NiSource Finance previously extended the deadline by which holders who tender their Notes will be eligible to receive the early tender premium until 11:59 p.m., New York City time, December 12, 2011, unless further extended by NiSource Finance.  However, withdrawal rights for Notes tendered in the tender offers were not extended and expired at 5:00 p.m. yesterday.

The terms and conditions of the offers, including the conditions of NiSource Finance's obligation to accept the notes tendered and to pay the total consideration plus accrued and unpaid interest, are set forth in the Offer to Purchase and the related Letter of Transmittal that were distributed to the holders of the Notes.  The offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including a financing condition which has now been satisfied as a result of NiSource Finance's sale of $250 million aggregate principal amount of 4.45% Notes due 2021 and $250 million aggregate principal amount of 5.80% Notes due 2042 earlier today.

NiSource Finance has engaged Citigroup Global Markets Inc. to serve as dealer manager for the tender offers.  Questions regarding the tender offers may be directed to Citigroup at (212) 723-6106 (collect) or (800) 558-3745 (toll-free).  Requests for documents may be directed to Global Bondholder Services Corporation, the information agent and depositary for the tender offers, at (212) 430-3774 (for banks and brokers) or (866) 952-2200 (U.S. toll-free).

This news release is for informational purposes only and does not constitute an offer to purchase or a solicitation of an offer to sell with respect to the 2016 Notes or the 2013 Notes, nor is this news release an offer to sell, a solicitation to buy or an offer to purchase or sell any securities.  The tender offers are being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.

About NiSource

NiSource Inc. (NYSE: [ NI ]), based in Merrillville, Ind., is a Fortune 500 company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. NiSource operating companies deliver energy to 3.7 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England. Together, NiSource's gas transmission and storage companies operate a 15,000-mile network of natural gas pipelines, 37 storage fields and serve some of the nation's largest and fastest-growing energy markets in the Northeast, Midwest and Mid-Atlantic regions. Information about NiSource and its subsidiaries is available via the Internet at [ www.nisource.com ]. NI-F

Forward-Looking Statements

This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended.  Those statements include statements regarding the intent, belief or current expectations of NiSource and its management.  Although NiSource believes that its expectations are based on reasonable assumptions, it can give no assurance that its goals will be achieved.  Readers are cautioned that the forward-looking statements in this news release are not guarantees of future performance and involve a number of risks and uncertainties, and that actual results could differ materially from those indicated by such forward-looking statements.  Important factors that could cause actual results to differ materially from those indicated by such forward-looking statements include, but are not limited to, the following: weather; fluctuations in supply and demand for energy commodities; growth opportunities for NiSource's businesses; increased competition in deregulated energy markets; the success of regulatory and commercial initiatives; dealings with third parties over whom NiSource has no control; actual operating experience of NiSource's assets; the regulatory process; regulatory and legislative changes; the impact of potential new environmental laws or regulations; the results of material litigation; changes in pension funding requirements; changes in general economic, capital and commodity market conditions; and counter-party credit risk, and the matters set forth in the "Risk Factors" section in NiSource's 2010 Form 10-K and 2011 Forms 10-Q, many of which risks are beyond the control of NiSource.  NiSource expressly disclaims a duty to update any of the forward-looking statements contained in this release.

SOURCE NiSource Inc.

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