All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the second table above and will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of the acceptance priority levels of the Maximum Tender Offer Notes tendered after the Early Tender Date. Subject to applicable law, NiSource may increase or decrease the Aggregate Maximum Repurchase Amount in its sole discretion.
The applicable consideration (the “Total Consideration”) offered per $1,000 principal amount of each series of Securities validly tendered and accepted for purchase pursuant to the applicable Tender Offer will be determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Securities (the “Fixed Spread”) specified in the applicable table above plus the applicable yield to maturity based on the bid-side price of the applicable U.S. Treasury Reference Security specified in the applicable table above, calculated as of 2:00 p.m., New York City time, on August 18, 2020, in the case of the Any and All Tender Offer, and at 10:00 a.m., New York City time, on August 26, 2020, in the case of the Maximum Tender Offer, in each case unless extended or earlier terminated by NiSource. In addition to the Total Consideration, Holders of Securities accepted for purchase will also receive accrued and unpaid interest on Securities validly tendered and accepted for purchase from the applicable last interest payment date up to, but not including, the applicable settlement date. The settlement date for the Any and All Tender Offer is expected to be the first business day after the Any and All Expiration Date and is expected to be August 19, 2020. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for purchase on the Early Tender Date is expected to be promptly after the Early Tender Date and is expected to be the second business day after the Early Tender Date and is expected to be August 27, 2020. The settlement date for the Maximum Tender Offer Notes validly tendered and accepted for purchase after the Early Tender Date is expected to be the first business day after the Maximum Tender Expiration Date and is expected to be September 10, 2020.
Any and All Notes tendered pursuant to the Any and All Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on August 18, 2020, and Maximum Tender Offer Notes tendered pursuant to the Maximum Tender Offer may be withdrawn prior to or at, but not after, 5:00 p.m., New York City time, on August 25, 2020 (such dates and times, as they may be extended with respect to the Any and All Notes or a series of Maximum Tender Offer Notes, the applicable “Withdrawal Deadline”).
After the applicable Withdrawal Deadline, you may not, except in certain limited circumstances described in the Offer to Purchase, withdraw your tendered Securities unless NiSource amends the applicable Tender Offer in a manner that is materially adverse to the tendering holders, in which case withdrawal rights may be extended as NiSource determines, to the extent required by law (as determined by NiSource), appropriate to allow tendering holders a reasonable opportunity to respond to such amendment. Additionally, NiSource, in its sole discretion, may extend a Withdrawal Deadline for any purpose. If a custodian bank, broker, dealer, commercial bank, trust company or other nominee holds your Securities, such nominee may have an earlier deadline or deadlines for receiving instructions to withdraw tendered Securities.
To the extent that less than all of the outstanding Any and All Notes are tendered and accepted for purchase in the Any and All Tender Offer, NiSource currently intends to (but is not obligated to) redeem all of the Any and All Notes that remain outstanding following the consummation of the Any and All Tender Offer. Nothing in this press release shall constitute a notice of redemption or an obligation to issue a notice of redemption for the Any and All Notes. Any such notice of redemption will be made only pursuant to and in accordance with the indenture for the Any and All Notes.
NiSource’s obligation to accept for purchase and to pay for the Securities in the Tender Offers is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including a financing condition. The Tender Offers may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Securities, subject to applicable law. NiSource reserves the right, subject to applicable law, to (i) waive any and all conditions to any of the Tender Offers, (ii) extend or terminate any of the Tender Offers, (iii) increase or decrease the Aggregate Maximum Repurchase Amount in the case of the Maximum Tender Offer Notes, or (iv) otherwise amend any of the Tender Offers in any respect.
* * *
3