in the Offer to Purchase. None of the outstanding 5.80% Notes due 2042, 5.65% Notes due 2045 and 5.25% Notes due 2043 tendered prior to or at the Early Tender Date will be accepted for purchase and will promptly be returned. No Maximum Tender Offer Notes tendered after the Early Tender Date will be accepted for purchase.
Holders of Maximum Tender Offer Notes accepted for purchase will receive the Total Consideration, which includes an Early Tender Payment (as defined in the Offer to Purchase) of $30 per $1,000 principal amount of Maximum Tender Offer Notes validly tendered by such holders and accepted for purchase by NiSource. Payments for Maximum Tender Offer Notes accepted for purchase will include accrued and unpaid interest from the last interest payment date applicable to the relevant series of Maximum Tender Offer Notes up to, but excluding, the Maximum Tender Early Settlement Date (as defined in the Offer to Purchase) for such Maximum Tender Offer Notes accepted for purchase. It is anticipated that the Maximum Tender Early Settlement Date for the accepted Maximum Tender Offer Notes will be August 27, 2020.
The withdrawal deadline for the Maximum Tender Offer was 5:00 p.m., New York City time, on August 25, 2020 and has not been extended. Accordingly, Maximum Tender Offer Notes tendered prior to or following the withdrawal deadline may not be withdrawn, subject to applicable law.
The Maximum Tender Offer will expire at 11:59 p.m., New York City time, on September 9, 2020, unless extended or earlier terminated by NiSource.
NiSource’s obligation to accept for purchase and to pay for the Maximum Tender Offer Notes validly tendered and not validly withdrawn in the Maximum Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase. The Maximum Tender Offer may be terminated or withdrawn in whole or terminated or withdrawn with respect to any series of the Maximum Tender Offer Notes, subject to applicable law. NiSource reserves the right, subject to applicable law, to: (i) waive any and all conditions to the Maximum Tender Offer, (ii) extend or terminate the Maximum Tender Offer, (iii) increase or decrease the Aggregate Maximum Repurchase Amount or (iv) otherwise amend the Maximum Tender Offer in any respect.
Dealer Manager
Credit Suisse Securities (USA) LLC is serving as Dealer Manager for the Maximum Tender Offer. Questions regarding the Maximum 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 Maximum 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 Maximum 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.