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NiSource Inc.
NiSource Inc., a Delaware corporation (“NiSource” or the “Company”) hereby offers to purchase for cash upon the terms and subject to the conditions set forth in this Offer
to Purchase (as defined herein) and the Notice of Guaranteed Delivery (as defined herein) the outstanding debt securities listed below
Offers to Purchase for Cash
Any and All of the Outstanding Securities Listed Below
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Principal Amount Outstanding
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U.S. Treasury Reference Security
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4.45% Notes due 2021
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65473QAY9 / US65473QAY98
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$63,552,000
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0.125% U.S. Treasury due 7/31/2022
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2.650% Notes due 2022
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65473QBH5 /
US65473QBH56
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$500,000,000
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0.125% U.S. Treasury due 7/31/2022
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3.85% Notes due 2023
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65473QBA0 / US65473QBA04
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$250,000,000
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0.125% U.S. Treasury due 7/15/2023
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3.650% Notes due 2023
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65473PAF2 / US65473PAF27
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$350,000,000
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0.125% U.S. Treasury due 7/15/2023
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And
Up to the Aggregate Maximum Repurchase Amount(a)
of the Outstanding Securities Listed Below
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Principal Amount Outstanding
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Acceptance Priority Level(a)
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U.S. Treasury Reference Security
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6.25% Notes due 2040
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65473QAW3/US65473QAW33
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$250,000,000
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1
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2.00% U.S. Treasury due 2/15/2020
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5.95% Notes due 2041
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65473QAX1/US65473QAX16
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$400,000,000
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2
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2.00% U.S. Treasury due 2/15/2020
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5.80% Notes due 2042
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65473QAZ6 / US65473QAZ63
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$250,000,000
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3
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2.00% U.S. Treasury due 2/15/2020
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5.65% Notes due 2045
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65473QBD4 / US65473QBD43
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$500,000,000
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4
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2.00% U.S. Treasury due 2/15/2020
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5.25% Notes due 2043
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65473QBB8 / US65473QBB86
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$500,000,000
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5
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2.00% U.S. Treasury due 2/15/2020
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________________________________________________________________________________________________________________________________________________________________________________
a The offers with respect to the 6.25% Notes due 2040, 5.95% Notes due 2041, 5.80% Notes due 2042, 5.65% Notes due 2045 and 5.25% Notes due 2043
(collectively, the “Maximum Tender Offer Notes”) are subject to an aggregate
maximum repurchase amount (excluding accrued and unpaid interest) of $150,000,000
(the “Aggregate Maximum Repurchase Amount”).
The Company will allocate the Aggregate
Maximum Repurchase Amount to purchase Maximum Tender Offer Notes subject to the Acceptance Priority Levels as more
fully set forth herein.
To view copies of Tender Offer documents please click on the links below
Offer to Purchase
Press Release
Any questions regarding procedures for tendering Securities or requests for additional
copies of this Offer to Purchase and the Notice of Guaranteed Delivery should be directed to the Tender and Information Agent.
The Tender and Information Agent for the Any and All Tender Offer is:
| D.F. KING & CO., INC.
48 Wall Street, 22nd Floor
New York, NY 10005
Banks and Brokers call: (212) 269-5550
Toll free: (877) 679-4107
By email: nisource@dfking.com
By facsimile:
(For Eligible Institutions only):
(212) 709-3328
Attn: Andrew Beck
For Confirmation:
(212) 269-5552
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If a Holder has questions about any of the Tender Offers or the procedures for tendering Securities, the Holder should contact the Tender and Information Agent or the
Dealer Manager at their respective telephone numbers. Requests for documents relating to the Tender Offers, including this Offer to Purchase, should be directed to the Tender and Information Agent.
The Dealer Manager for the Tender Offers is:
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Credit Suisse Securities (USA) LLC
Eleven Madison Avenue
New York, New York 10010-3629
Toll-Free: (800) 820-1653
Collect: (212) 325-2476
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