NiSource Prices Offering of 21.1 Million Shares of Its Common Stock
MERRILLVILLE, Ind., Sept. 8 /PRNewswire-FirstCall/ -- NiSource Inc. (NYSE: NI) ("NiSource") today announced that it has priced its public offering of 21.1 million shares of its common stock at $16.50 per share, to be sold by Credit Suisse Securities (USA) LLC ("Credit Suisse"), as forward seller in connection with the forward sale agreement described below.
NiSource intends to use any net proceeds that it receives upon settlement of the forward sale agreement for general corporate purposes, including the funding of its infrastructure investment growth opportunities.
For a period of 30 days following the offering, the underwriters of the offering will have an option to purchase an additional 3.165 million shares of NiSource common stock to cover over-allotments, if any. In the event this over-allotment option is exercised, the number of shares subject to the forward sale agreement described below will be increased by a corresponding number.
Subject to certain conditions, all shares will be sold in connection with a forward sale agreement NiSource has entered into with an affiliate of Credit Suisse as the forward purchaser. In connection with the execution of the forward sale agreement, and at the company's request, Credit Suisse intends to borrow from third parties, and sell to the underwriters in this offering, shares of NiSource common stock, including any shares related to the exercise of the over-allotment option.
The forward sale agreement provides for settlement on a settlement date or settlement dates to be specified by the company within approximately 24 months after the date of this offering. Subject to certain exceptions, NiSource may elect cash or net share settlement for all or a portion of its obligations under the forward agreement. Upon any physical settlement of the forward agreement, NiSource will deliver shares of its common stock in exchange for cash proceeds at the forward sale price, which will be determined at the pricing of the offering and will be subject to adjustment as provided in the forward agreement.
Credit Suisse, Barclays Capital, Citi and J.P. Morgan Securities LLC are acting as joint book-running managers for the offering.
This news release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering of the common stock is being made only by means of a prospectus and related prospectus supplement included as part of a previously effective shelf registration statement. Copies of the prospectus and related preliminary prospectus supplement for the offering may be obtained by contacting (i) Credit Suisse, Attn: Prospectus Department, One Madison Avenue 1B, New York, N.Y. 10010, Telephone: (800) 221-1037, (ii) Barclays Capital, c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, Telephone: (888) 603-5847, (iii) Citi, Attention: Prospectus Department, Brooklyn Army Terminal, 140 58th Street, 8th Floor, Brooklyn, N.Y. 11220, Telephone: (877) 858-5407, or (iv) J.P. Morgan, via Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, N.Y. 11717, Telephone: (866) 803-9204.
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 3.8 million customers located within the high-demand energy corridor stretching from the Gulf Coast through the Midwest to New England. 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 2009 Form 10-K and subsequent quarterly reports on Form 10-Q filed during 2010, 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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