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 23, 2005
NISOURCE INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
Delaware
(State or Other
Jurisdiction of
Incorporation)
|
|
001-16189
(Commission File
Number)
|
|
35-2108964
(IRS Employer
Identification No.) |
801 East 86th Avenue,
Merrillville, Indiana 46410
(877) 647-5990
(Address and Telephone Number
of Principal Executive Offices)
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
On August 23, 2005, NiSource Finance Corp. (as issuer) and NiSource Inc. (as guarantor)
entered into a Note Purchase Agreement (the “Agreement”) with institutional purchasers with respect
to the purchase and sale of $315,000,000 aggregate principal amount of 5.21% Series A Senior Notes
due November 28, 2012, $230,000,000 aggregate principal amount of 5.36% Series B Senior Notes due
November 28, 2015, $90,000,000 aggregate principal amount of 5.41% Series C Senior Notes due
November 28, 2016, and $265,000,000 aggregate principal amount of 5.89% Series D Senior Notes due
November 28, 2025. The notes are being offered in a transaction exempt from registration under the
Securities Act of 1933. The purchase and sale transaction is scheduled to close on November 28,
2005.
Interest on the notes is payable semi-annually, and any or all of the notes may be called for
redemption at any time prior to maturity for a price equal to 100% of the principal amount plus a
make-whole premium. The agreement contains customary representations, warranties and agreements.
The agreement contains customary events of default, including failure to pay principal and interest
when due, default in compliance with agreements (subject to notice and cure rights in certain
instances), inaccuracy of representations and warranties, cross-defaults, defaults with respect to
unsatisfied judgments, defaults with respect to employee benefit plans, unenforceability of or
denial of obligations under the guarantee and certain events of bankruptcy or insolvency. Upon the
occurrence of an event of default involving certain events of bankruptcy or insolvency, the notes
shall become immediately due and payable. Upon the occurrence of any other event of default,
holders of more than 50% in principal amount of the notes may declare all the notes to be
immediately due and payable. Upon the occurrence of an event of default involving failure to pay
principal and interest when due, or unenforceability of or denial of obligations under the
guarantee, any holder of the notes affected may declare all the notes held by them immediately due
and payable.
A copy of the Agreement is attached to this Current Report as Exhibit 10.1, and is
incorporated by reference herein.
|
|
|
| ITEM 2.03. |
|
CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT |
The information in Item 1.01 is herby incorporated by reference to this Item 2.03
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
| |
|
|
| Exhibit |
|
|
| Number |
|
Description |
10.1
|
|
Note Purchase Agreement, dated August 23, 2005, by and among NiSource Finance
Corp., as issuer, NiSource Inc., as guarantor, and the purchasers named therein. |