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

Title of Security

CUSIP / ISIN Numbers

Principal Amount Outstanding

U.S. Treasury Reference Security


4.45% Notes due 2021


65473QAY9 / US65473QAY98


$63,552,000


0.125% U.S. Treasury due 7/31/2022


2.650% Notes due 2022


65473QBH5 / US65473QBH56


$500,000,000


0.125% U.S. Treasury due 7/31/2022


3.85% Notes due 2023


65473QBA0 / US65473QBA04


$250,000,000


0.125% U.S. Treasury due 7/15/2023


3.650% Notes due 2023


65473PAF2 / US65473PAF27


$350,000,000


0.125% U.S. Treasury due 7/15/2023

And
Up to the Aggregate Maximum Repurchase Amount(a)
of the Outstanding Securities Listed Below

Title of Security

CUSIP / ISIN Numbers

Principal Amount Outstanding

Acceptance Priority Level(a)

U.S. Treasury Reference Security


6.25% Notes due 2040


65473QAW3/US65473QAW33


$250,000,000


1


2.00% U.S. Treasury due 2/15/2020


5.95% Notes due 2041


65473QAX1/US65473QAX16


$400,000,000


2


2.00% U.S. Treasury due 2/15/2020


5.80% Notes due 2042


65473QAZ6 / US65473QAZ63


$250,000,000


3


2.00% U.S. Treasury due 2/15/2020


5.65% Notes due 2045


65473QBD4 / US65473QBD43


$500,000,000


4


2.00% U.S. Treasury due 2/15/2020


5.25% Notes due 2043


65473QBB8 / US65473QBB86


$500,000,000


5


2.00% U.S. Treasury due 2/15/2020

________________________________________________________________________________________________________________________________________________________________________________
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

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:

Credit Suisse Securities (USA) LLC

Eleven Madison Avenue
New York, New York 10010-3629
Toll-Free: (800) 820-1653
Collect: (212) 325-2476