NiSource Announces Pricing for its Cash Tender Offers

MERRILLVILLE, Ind., May 25, 2017 /PRNewswire/ -- NiSource Inc. (NYSE: NI) announced today the reference yield and total consideration for each series of notes subject to the previously announced cash tender offers made by its finance subsidiary, NiSource Finance Corp. NiSource Finance is offering to purchase any and all of its outstanding 6.125% Notes due 2022 (the "Any and All Notes") and, as amended to reflect the increased tender caps, up to $200,922,000 aggregate principal amount of its 6.40% Notes due 2018, up to $244,883,000 aggregate principal amount of its 6.80% Notes due 2019 and up to $224,887,000 aggregate principal amount of its 5.45% Notes due 2020 (collectively, the "Maximum Tender Offer Notes" and, together with the Any and All Notes, the "Notes"). As previously announced, $319,308,000 aggregate principal amount of 6.125% Notes due 2022, $200,922,000 aggregate principal amount of 6.40% Notes due 2018, $289,417,000 aggregate principal amount of 6.80% Notes due 2019 and $224,887,000 aggregate principal amount of 5.45% Notes due 2020 were validly tendered and not validly withdrawn before 5:00 p.m., Eastern time, on May 24, 2017 (the "Early Tender Deadline"), according to information provided by D.F. King & Co., Inc., the tender agent for the tender offers.

The tender offers are being made pursuant to, and subject to the terms and conditions in, an Offer to Purchase, dated May 11, 2017 (the "Offer to Purchase"), which sets forth a description of the terms of the tender offers.

The reference yields for the offers were determined at 11:00 a.m., Eastern Time, today. The consideration to be paid in the tender offer for each series of Notes is based on the applicable reference yield plus a fixed spread, as set forth in the table below, and includes an early tender premium of $30 per $1,000 principal amount of Notes accepted for purchase (the "Early Tender Premium"). Holders whose Notes are accepted for purchase pursuant to the tender offers will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the applicable settlement date.

Settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline and accepted for purchase by NiSource Finance is expected to take place on May 26, 2017 (the "Early Settlement Date").

The offers will expire at 11:59 p.m., Eastern Time, on June 8, 2017, unless extended (such date and time, as the same may be extended, the "Expiration Time"). However, as NiSource Finance intends, subject to the terms and conditions of the tender offers, to accept for purchase the maximum amount of Maximum Tender Offer Notes on the Early Settlement Date, further tenders of Maximum Tender Offer Notes prior to the Expiration Time will not be accepted for purchase. Holders of Any and All Notes who have not already tendered their Any and All Notes may do so at any time on or prior to the Expiration Time. The purchase price for Any and All Notes tendered after the Early Tender Deadline and before the Expiration Time and accepted for purchase will not include the Early Tender Premium. Such holders will also be entitled to accrued and unpaid interest up to, but not including, the final settlement date, which is expected to be June 9, 2017. Withdrawal rights for Notes tendered in the tender offers expired at 5:00 p.m., Eastern Time, on May 24, 2017, and tenders of Any and All Notes submitted after that time are irrevocable except in the limited circumstances where additional withdrawal rights are required by law.

The offers are subject to the satisfaction or waiver of certain conditions set forth in the Offer to Purchase, including a financing condition which has now been satisfied as a result of NiSource Finance's sale of $2,000,000,000 aggregate principal amount of two series of long-term debt securities earlier this week.

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 tender offers are 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.

J.P. Morgan Securities LLC, Barclays Capital Inc., Credit Suisse Securities (USA) LLC and MUFG Securities Americas Inc. are serving as Dealer Managers for the offers. Questions regarding the offers may be directed to J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect), Barclays Capital Inc. at (800) 438-3242 (toll free) or (212)-528-7581 (collect), Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 325-2476 (collect) or MUFG Securities Americas Inc. at (877) 744-4532 (toll free) or (212) 405-7481 (collect). 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 tender offers, at the following telephone numbers: banks and brokers, (212) 269-5550; all others toll free at (866) 342-1635.

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, as of December 31, 2016, NiSource had approximately 8,000 employees. NI-F

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of federal securities laws. Investors and prospective investors should understand that many factors govern whether any forward-looking statement contained herein will be or can be realized. Any one of those factors could cause actual results to differ materially from those projected. Examples of forward-looking statements in this press release include statements and expectations regarding NiSource's business, performance, growth, investment opportunities, and planned, identified, infrastructure or utility investments. All forward-looking statements are based on assumptions that management believes to be reasonable; however, there can be no assurance that actual results will not differ materially. Factors that could cause actual results to differ materially from the projections, forecasts, estimates, plans, expectations and strategy discussed in this press release include, among other things, NiSource's debt obligations; any changes in NiSource's credit rating; NiSource's ability to execute its growth strategy; changes in general economic, capital and commodity market conditions; pension funding obligations; economic regulation and the impact of regulatory rate reviews; NiSource's ability to obtain expected financial or regulatory outcomes; any damage to NiSource's reputation; compliance with environmental laws and the costs of associated liabilities; fluctuations in demand from residential and commercial customers; economic conditions of certain industries; the success of NIPSCO's electric generation strategy; the price of energy commodities and related transportation costs; the reliability of customers and suppliers to fulfill their payment and contractual obligations; potential impairments of goodwill or definite-lived intangible assets; changes in taxation and accounting principles; potential incidents and other operating risks associated with our business; the impact of an aging infrastructure; the impact of climate change; potential cyber-attacks; construction risks and natural gas costs and supply risks; extreme weather conditions; the attraction and retention of a qualified work force; advances in technology; the ability of NiSource's subsidiaries to generate cash; uncertainties related to the expected benefits of the separation of Columbia Pipeline Group, Inc. and other matters set forth in Item 1A, "Risk Factors" section of NiSource's Annual Report on Form 10-K for the fiscal year ended December 31, 2016, as amended, and in other filings with the Securities and Exchange Commission. NiSource expressly disclaims any duty to update, supplement or amend any of its forward-looking statements contained in this press release, whether as a result of new information, subsequent events or otherwise, except as required by applicable law.

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SOURCE NiSource Inc.