Item 1.01 Entry into a Material Definitive Agreement
On November 28, 2018, NiSource Inc. (the “Company”) and Wells Fargo Securities, LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC, Barclays Capital Inc. and Goldman Sachs & Co. LLC, as representatives of the underwriters, entered into an Underwriting Agreement (the “Underwriting Agreement”) with respect to the offering and sale of 20,000,000 depositary shares (the “Depositary Shares”) with an aggregate liquidation preference of $500,000,000 under the Company’s registration statement on FormS-3, as amended (RegistrationNo. 333-214360). Each Depositary Share represents a 1/1,000th ownership interest in a share of the Company’s 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $25,000 per share (equivalent to $25 per Depositary Share) (the “Series B Preferred Stock”), which have been deposited with Computershare Inc. and Computershare Trust Company, N.A., acting jointly, as depositary (the “Depositary”).
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the terms of such agreement, a copy of which is filed as Exhibit 1.1 to this Current Report on Form8-K and is incorporated herein by reference. Holders of Depositary Shares are entitled to all proportional rights, preferences and privileges of the Series B Preferred Stock (including dividend, voting, redemption and liquidation rights), which must be exercised through the Depositary.
The closing of the offering is expected to occur on December 5, 2018. In connection with the closing of the offering, the Company intends to file a Certificate of Designations (the “Certificate of Designations”) with the Secretary of State of the State of Delaware to create the Series B Preferred Stock and establish the preferences, limitations, and relative rights of the Series B Preferred Stock.
The following is a summary of certain rights, preferences and privileges of the Series B Preferred Stock.
The Series B Preferred Stock ranks senior to the Company’s common stock and to any other class or series of equity securities established after the original issue date of the Series B Preferred Stock that is not expressly made senior to, or on a parity with, the Series B Preferred Stock as to the payment of dividends and amounts payable on a liquidation event. The Series B Preferred Stock ranks on a parity with the Company’s 5.650% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, liquidation preference $1,000 per share, and any other class or series of equity securities established after the original issue date of the Series B Preferred Stock that is not expressly made senior or subordinated to the Series B Preferred Stock as to the payment of dividends and amounts payable on a liquidation event. The Series B Preferred Stock ranks junior to any class or series of equity securities established after the original issue date of the Series B Preferred Stock that is expressly made senior to the Series B Preferred Stock as to the payment of dividends and amounts payable on a liquidation event and junior to all of the Company’s existing and future indebtedness and other liabilities with respect to assets available to satisfy claims against the Company.
