UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 28, 2007
NiSource Inc.
(Exact name of registrant as specified in its charter)
Commission file number 001-16189
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| Delaware
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35-2108964 |
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| (State or other jurisdiction of
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(I.R.S. Employer |
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Identification No.) |
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| 801 East 86th Avenue |
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| Merrillville, Indiana
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46410 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code (877) 647-5990
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions.
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2 (b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4 (c)) |
TABLE OF CONTENTS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
A. NiSource Inc. (the “Company”) and NiSource Finance Corp. (“NiSource Finance”) and Banc of America
Securities LLC, BNP Paribas Securities Corp. and Deutsche Bank Securities Inc., acting for
themselves and as representatives of the other several underwriters (the “Underwriters”), have
entered into a Terms Agreement, dated August 28, 2007 (the “Terms Agreement”), pursuant to which,
subject to the satisfaction of the conditions set forth in the Underwriting Agreement (as defined
below), NiSource Finance has agreed to sell to the Underwriters, and the Underwriters have agreed
to purchase from NiSource Finance, $800,000,000 aggregate principal amount of NiSource Finance’s
6.40% Notes Due 2018 (the “Notes”) unconditionally guaranteed by the Company. The Terms Agreement
incorporates by reference the terms and conditions of an Underwriting Agreement, dated August 28,
2007 (the “Underwriting Agreement”), of the Company with respect to common stock, preferred stock
and guarantees of debt securities and of NiSource Finance with respect to debt securities. The
Notes will be issued pursuant to, and in accordance with, the terms of the Indenture, dated as of
November 14, 2000, as supplemented (the “Indenture”), among the Company, NiSource Finance and The
Bank of New York, the successor to JPMorgan Chase Bank, N.A. formerly known as The Chase Manhattan
Bank, as trustee. The terms of the Notes are as set forth in the Indenture and in the form of
global note that will represent the Notes. The Company and NiSource Finance are offering and
selling the Notes under their Registration Statement on Form S-3 (File Nos. 333-107421 and
333-107421-01).
The Company and the Underwriters expect to consummate the sale and purchase of the Notes on August
31, 2007. The Notes will bear interest at a fixed rate equal to 6.40% per year, payable
semi-annually, and mature on March 15, 2018. The Notes will be sold to the public at an aggregate
issue price of 99.905% of the principal amount thereof ($799,240,000 in proceeds before
underwriting commissions and transaction expenses). The net proceeds to NiSource Finance from the
sale of the Notes, after the underwriting discount, but before transaction expenses of the sale of
the Notes, will be $794,040,000. Following the issuance of the Notes, NiSource Finance may redeem
the Notes, in whole or part, from time to time pursuant to the “make whole” provision set forth in
the Indenture and form of global note. The material terms of the Notes are described in the
prospectus supplement of the Company and NiSource Finance dated August 28, 2007, which relates to
the offer and sale of the Notes (the “Prospectus Supplement”), and the Company and NiSource
Finance’s prospectus dated August 7, 2003, which prospectus relates to the offer and sale from time
to time of certain of the Company’s and NiSource Finance’s securities (the “Prospectus”). The
Prospectus Supplement, together with the Prospectus, was filed by the Company and NiSource Finance
with the Securities and Exchange Commission (the “Commission”) on August 28, 2007 pursuant to Rule
424(b)(5) under the U.S. Securities Act of 1933, as amended (the “Securities Act”). A Pricing Term
Sheet, dated August 28, 2007, relating to the Notes was filed with the Commission pursuant to Rule
433 under the Securities Act on August 28, 2007. The Underwriting Agreement contains customary
representations, warranties and agreements of the Company and NiSource Finance, conditions to
closing and indemnification rights and obligations of the parties.
The above description of the Underwriting Agreement and the Notes is qualified in its entirety by
reference to the Underwriting Agreement and the form of global note representing the Notes, which
are filed as exhibits 1.1 and 4.1 and are incorporated herein by reference.
B. On August 29, 2007, Millennium Pipeline Company, L.L.C. (“Millennium”), in which the Company
indirectly owns a 47.5% interest, entered into an $800 million revolving credit facility (“Credit
Agreement”) to fund the construction of its 186-mile natural gas pipeline from Corning to Ramapo,
N.Y., for the transportation of natural gas to N.Y. and the northeastern United States. In support
of the Credit Agreement, on August 29, 2007, the Company entered into a guaranty with JPMorgan
Chase Bank, N.A., as administrative agent under the Credit Agreement, (“Guaranty”) under which the
Company guaranteed a portion of the credit facility equal to its ownership interest in Millennium.
The preceding description of the Guaranty is qualified in its entirety by reference to the
Guaranty, which is filed as exhibit 10.1 and is incorporated herein by reference.
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| ITEM 2.03. |
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CREATION OF A DIRECT OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT. |
The information set forth under Item 1.01 above with respect to the Notes and the Guaranty is
hereby incorporated by reference into this Item 2.03, insofar as it relates to the creation of a
direct financial obligation.
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| ITEM 5.02. |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGMENTS OF CERTAIN OFFICERS. |
At a meeting of the Board of Directors on August 28, 2007, the Company’s Board
of Directors, upon the recommendation of the Company’s Governance Committee,
appointed Ms. Deborah S. Coleman to fill a vacancy created by the previously
announced resignation of Mr. Peter McCausland. The Board of Directors has
determined that Ms. Coleman will serve on the following committees:
Environmental Health & Safety; Corporate Governance; and Nomination &
Compensation. Ms. Coleman will be compensated for her service as a director
under the Company’s standard plans for non-employee directors, including
participating in the Company’s stock incentive plan for non-employee directors,
under which she received 1,745.31 phantom stock units upon her appointment.
A copy of the press release announcing the appointment of Ms. Coleman and including additional
information regarding her background and experience is attached hereto as exhibit 99.1.
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| ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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Description |
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1.1
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Underwriting Agreement by NiSource Inc. and NiSource Finance Corp. |
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4.1
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Form of Note. |
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10.1
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Guaranty of NiSource Inc. in favor of JPMorgan Chase Bank, N.A., as
administrative agent. |
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99.1
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Press release issued on August 29, 2007. |