NiSource Inc. (NYSE:NI) Files An 8-K Entry into a Material Definitive Agreement

Item1.01. Entry into a Material Definitive Agreement.

On May11, 2017, NiSource Inc. (the Company), NiSource Finance
Corp., an Indiana corporation and a wholly-owned special purpose
finance subsidiary of the Company (NiSource Finance), and
Barclays Capital Inc., Credit Suisse Securities (USA) LLC, J.P.
Morgan Securities LLC and MUFG Securities Americas Inc., as
representatives of the underwriters, entered into a Terms
Agreement with respect to the offering and sale of $1,000,000,000
aggregate principal amount of NiSource Finances 3.490% Notes due
2027 (the Notes due 2027) and $1,000,000,000 aggregate principal
amount of NiSource Finances 4.375% Notes due 2047 (the Notes due
2047 and, collectively with the Notes due 2027, the Notes) under
the Companys and NiSource Finances Registration Statement on Form
S-3 (File Nos.333-214360 and 333-214360-01). The Notes will be
fully and unconditionally guaranteed by the Company. The Terms
Agreement incorporates by reference an Underwriting Agreement
dated May11, 2017 of the Company and NiSource Finance (the
Underwriting Agreement). The sale is expected to close on May22,
2017. The Notes are being issued to an Indenture dated as of
November14, 2000 among the Company, NiSource Finance and The Bank
of New York Mellon (as successor in interest to JPMorgan Chase
Bank, N.A., formerly known as The Chase Manhattan Bank), as
trustee (as filed with the Securities and Exchange Commission on
November17, 2000).

Copies of the Underwriting Agreement, the form of the Notes due
2027 and the form of the Notes due 2047 are filed as Exhibits1.1,
4.1 and 4.2, respectively, to this Current Report on Form 8-K and
are hereby incorporated by reference herein.

Item2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement
of a Registrant.