NiSource Finalizes Terms for 6.50% Series B Preferred Stock

TL;DR

**NiSource just locked in terms for its 6.50% Series B preferred stock, solidifying its capital structure.**

AI Summary

NiSource Inc. filed an 8-K on January 2, 2024, reporting an "Entry into a Material Definitive Agreement" related to its 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, effective December 31, 2023. This filing indicates the company has finalized terms for these preferred shares, which are represented by Depositary Shares, each representing a 1/1,000th ownership interest in a share. For investors, this matters because it clarifies the terms of a specific class of preferred stock, which can impact the company's capital structure and its ability to raise funds, potentially affecting common stock dividends or future growth initiatives.

Why It Matters

This filing confirms the definitive terms for NiSource's Series B preferred stock, providing clarity on its capital structure and dividend obligations, which is crucial for assessing the company's financial health and future equity value.

Risk Assessment

Risk Level: low — This filing is a routine disclosure of a definitive agreement for preferred stock, not indicating any immediate new risks or significant changes to the company's operations.

Analyst Insight

A smart investor would note the fixed dividend rate of 6.50% on the Series B Preferred Stock, understanding it represents a stable income stream for preferred shareholders, which could influence the company's financial flexibility for common stock dividends or growth investments.

Key Numbers

• 6.50% — Dividend Rate (The fixed-rate reset dividend for the Series B Preferred Stock.)
• 1/1,000th — Ownership Interest (The fraction of a preferred share represented by each Depositary Share.)

Key Players & Entities

• NiSource Inc. (company) — the registrant filing the 8-K
• 6.50% (dollar_amount) — the fixed-rate reset cumulative redeemable perpetual preferred stock dividend rate
• Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (company) — the type of security subject to the material definitive agreement
• December 31, 2023 (date) — the date of the earliest event reported
• January 2, 2024 (date) — the filing date of the 8-K

Forward-Looking Statements

• NiSource will continue to pay the 6.50% dividend on its Series B Preferred Stock as per the definitive agreement. (NiSource Inc.) — high confidence, target: Ongoing

FAQ

Key Financial Figures

• $0.01 — ich Registered Common Stock, par value $0.01 per share NI New York Stock Exchang
• $25,000 — $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership int
• $2,161,940,000 — ge for making a capital contribution of $2,161,940,000 in cash in Holdings II. Upon consummati
• $250,000,000 — Agreement, Investor will provide up to $250,000,000 in additional capital contributions ove

Filing Documents

• d694183d8k.htm (8-K) — 34KB
• d694183dex101.htm (EX-10.1) — 416KB
• d694183dex991.htm (EX-99.1) — 22KB
• g694183g1229004911249.jpg (GRAPHIC) — 6KB
• 0001193125-24-000207.txt ( ) — 740KB
• ni-20231231.xsd (EX-101.SCH) — 4KB
• ni-20231231_def.xml (EX-101.DEF) — 13KB
• ni-20231231_lab.xml (EX-101.LAB) — 21KB
• ni-20231231_pre.xml (EX-101.PRE) — 14KB
• d694183d8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry Into a Material Definitive Agreement. On December 31, 2023, pursuant to the terms of the Purchase Agreement and simultaneously with the Closing, Investor, NIPSCO Holdings I LLC, an Indiana limited liability company (" Holdings I "), Holdings II and NiSource entered into an Amended and Restated Limited Liability Company Agreement of Holdings II (the " LLC Agreement "). The LLC Agreement establishes, among other things, governance rights, exit rights, requirements for additional capital contributions, mechanics for distributions, and other arrangements for Holdings II from and following the Closing. Specifically, under the terms of the LLC Agreement, Investor will provide up to $250,000,000 in additional capital contributions over a three-year period after the Closing, which obligation is backed by an Equity Commitment Letter from an affiliate of Investor. Under the LLC Agreement, Investor is entitled to appoint two directors to the board of directors of Holdings II (the " Board ") so long as Investor (together with any approved affiliate) holds at least a 17.5% Percentage Interest (as defined in the LLC Agreement). In connection with the Closing, Investor appointed two directors to the Board, such that the Board is now comprised of seven directors, two appointed by Investor and five appointed by NiSource. The LLC Agreement also contains certain investor protections, including, among other things, requiring Investor approval for Holdings II to take certain major actions. In addition, the LLC Agreement contains certain terms surrounding transfer rights and other obligations applicable to both Investor and NiSource. The foregoing description of the LLC Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the LLC Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On January 2, 2024, NiSource issued a press release announcing the Closing, a copy of which is furnished hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information set forth in and incorporated by reference into this Item 7.01 of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company's filings under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing.

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 10.1* Amended and Restated Limited Liability Company Agreement of NIPSCO Holdings II LLC, dated December 31, 2023. 99.1 Press Release, dated January 2, 2024 (furnished pursuant to Item 7.01). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). * Schedules and similar attachments to this Exhibit have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the U.S. Securities and Exchange Commission (the "SEC") upon request.

SIGNATURES

SIGNATURES 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: January 2, 2024 By: /s/ Shawn Anderson Shawn Anderson Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR