Form 8-K





Washington, D.C. 20549







Pursuant To Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 4, 2018



NiSource Inc.

(Exact name of registrant as specified in its charter)



Commission file number 001-16189


Delaware   35-2108964

(State or other jurisdiction of (I.R.S. Employer

incorporation or organization) Identification No.)


(I.R.S. Employer

Identification No.)

801 East 86th Avenue

Merrillville, Indiana

(Address of principal executive offices)   (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.


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b–2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐




Item 7.01 Regulation FD Disclosure.

On June 4, 2018, NiSource Inc. (the “Company”) issued a press release announcing that it has commenced a tender offer to purchase for cash any and all of its outstanding 6.80% Notes due 2019, 5.45% Notes due 2020 and 6.125% Notes due 2022 (the “Tender Offer”). The Tender Offer is being made exclusively pursuant to an Offer to Purchase dated June 4, 2018 and a related Letter of Transmittal and Notice of Guaranteed Delivery, which set forth the terms of the Tender Offer.

The information furnished in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act or the Exchange Act.


Item 9.01 Financial Statements and Exhibits.

Exhibit Index





99.1    Press Release dated June 4, 2018.


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



NiSource Inc.


Date: June 4, 2018


/s/ Shawn Anderson

      Vice President, Treasurer and Chief
      Risk Officer