Form FWP - Filing under Securities Act Rules 163/433 of free writing prospectuses
March 11 2024 - 5:08PM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration Statement (No. 333-268084)
March 11, 2024
NiSource Inc.
$650,000,000 5.350% Notes due 2034
PRICING TERM SHEET
(To
Preliminary Prospectus Supplement dated March 11, 2024)
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Issuer: |
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NiSource Inc. |
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Security: |
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5.350% Notes due 2034 (the Notes) |
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Ratings (Moodys; S&P; Fitch)*: |
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Baa2 (stable)/BBB+ (stable)/BBB (stable) |
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Size: |
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$650,000,000 |
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Public Offering Price: |
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99.781% of the principal amount |
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Maturity Date: |
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April 1, 2034 |
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Benchmark Treasury: |
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4.000% due February 15, 2034 |
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Benchmark Treasury Price/Yield: |
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99-06+ / 4.098% |
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Spread to Benchmark Treasury: |
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T+128 basis points |
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Yield to Maturity: |
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5.378% |
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Optional Redemption Terms: |
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Make-whole call at any time prior to January 1, 2034 (the Par Call Date) at a redemption price equal to the greater
of: (1)(a) 20 basis points spread over the applicable Treasury Benchmark (calculated to the Par Call Date) less (b) interest accrued to the date of redemption and (2) 100% of the principal amount of the Notes to be redeemed, plus, in either
case, accrued and unpaid interest thereon to, but excluding, the redemption date.
Callable on or after the Par Call Date at par plus accrued and unpaid interest thereon to, but excluding, the redemption date. |
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Coupon: |
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5.350% |
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Interest Payment Dates: |
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April 1 and October 1 of each year, beginning October 1, 2024
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Initial Interest Accrual Date: |
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March 14, 2024 |
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Format: |
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SEC Registered |
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Transaction Date: |
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March 11, 2024 |
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Expected Settlement Date**: |
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March 14, 2024 (T+3) |
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CUSIP/ISIN: |
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65473P AQ8 / US65473PAQ81 |
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Joint Book-Running Managers: |
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J.P. Morgan Securities LLC Mizuho Securities
USA LLC PNC Capital Markets LLC U.S. Bancorp Investments,
Inc. |
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Co-Managers: |
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Academy Securities, Inc. Siebert Williams
Shank & Co., LLC |
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Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to
revision or withdrawal at any time. |
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We expect to deliver the Notes against payment for the Notes on or about March 14, 2024, which will be the
third business day following the date of the pricing of the Notes. Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in
two business days, unless the parties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade Notes on the date of pricing will be required, by virtue of the fact that the Notes initially will settle in T+3, to specify
alternative settlement arrangements to prevent a failed settlement. Purchasers of the Notes who wish to trade the Notes on the date of pricing should consult their own advisors. |
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you
invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on
the SEC website at www.sec.gov. Alternatively, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling J.P. Morgan Securities LLC, collect at (212) 834-4533, Mizuho Securities USA LLC, toll-free at (866) 271-7403, PNC Capital Markets LLC, toll-free at (855) 881-0697 or U.S. Bancorp
Investments, Inc., toll-free at (877) 558-2607.
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