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): September 23, 2008
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 |
incorporation or organization)
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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) |
Registrants 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)) |
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On September 23, 2008, NiSource Finance Corp., a wholly-owned subsidiary of NiSource Inc. (the
Company) entered into a new $500 million Revolving Credit Agreement (the Revolving Credit
Agreement) with a syndicate of seven banks. Barclays Capital served as Sole Lead Arranger and Sole
Book Runner. The Credit Agreement provides for revolving loan advances in amounts not to exceed an
aggregate of $500 million outstanding at any one time. The
Company is a Guarantor under the Agreement. The purpose of the new credit facility is
to provide an additional line of credit to accommodate the Companys seasonal cash flow requirements,
including the impact of increased natural gas prices, as well as for general corporate purposes. A
copy of the Revolving Credit Agreement is attached to this Current Report as Exhibit 10.1.
The Revolving Credit Agreement is effective until March 23, 2009. Pricing under the new
facility will vary based upon LIBOR market rates, in combination with the 30-day average
of the Companys 5-year credit default swap rate, as provided by
Barclays Bank PLC. Current market rates would result in pricing under
the facility at 5.25%. The Revolving Credit
Agreement includes one financial covenant, a Maximum Debt-to-Capitalization covenant, set at 70%,
and various other covenants that are standard for similar credit agreements. Failure to meet the
covenants beyond applicable grace periods and certain other events, including the occurrence of a
Change of Control (as defined in the Revolving Credit Agreement), could result in acceleration of
due dates of any borrowings and/or termination of the Revolving Credit Agreement. The Revolving
Credit Agreement also contains certain standard representations and warranties that must be made
and certain other conditions that must be met for NiSource Finance Corp to borrow under the
agreement.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION
The information provided in Item 1.01 of this Current Report on Form 8-K is hereby incorporated
into this Item 2.03 by reference.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
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Exhibit |
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Description |
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10.1
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$500 Million Revolving Credit Agreement, dated September 23, 2008. |