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): August 18, 2020
NiSource Inc.
(Exact name of registrant as specified in its charter)
| DE | 001-16189 | 35-2108964 | ||
(State or other jurisdiction of incorporation) | Commission File Number | (I.R.S. Employer Identification No.) |
801 East 86th Avenue Merrillville, IN | 46410 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s 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.
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class | Trading Symbol(s) | Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.01 per share | NI | NYSE | ||
| Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share | NI PR B | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 8.01. | Other Events. |
Senior Notes Due 2025 and Senior Notes Due 2031
On August 12, 2020, NiSource Inc. (the “Company”) and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and Wells Fargo Securities, LLC, as representatives of the underwriters, entered into a Terms Agreement (the “Terms Agreement”) with respect to the offering and sale of $1,250,000,000 aggregate principal amount of the Company’s 0.950% Notes due 2025 and $750,000,000 aggregate principal amount of the Company’s 1.700% Notes due 2031 (collectively, the “New Notes”) under the Company’s Registration Statement on Form S-3 (File No. 333-234422) (the “Registration Statement”). The Terms Agreement incorporates by reference an Underwriting Agreement, dated November 30, 2017, of the Company (as filed with the Securities and Exchange Commission on November 30, 2017). The sale closed on August 18, 2020. The Notes were issued pursuant to an Indenture, dated as of November 14, 2000, among the Company, as successor to NiSource Finance Corp., and The Bank of New York Mellon, as successor trustee, as amended and supplemented.
Copies of the forms of the New Notes are filed as Exhibit 4.1 and Exhibit 4.2 to this Current Report on Form 8-K and is hereby incorporated by reference herein. The Company is filing Exhibit 5.1 with this Current Report on Form 8-K in connection with the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number | Description | |
| 4.1 | Form of 0.950% Notes due 2025 | |
| 4.2 | Form of 1.700% Notes due 2031 | |
| 5.1 | Opinion of Sidley Austin LLP | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
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. | ||||||
| (Registrant) | ||||||
| Date: August 18, 2020 | By: | /s/ Donald E. Brown | ||||
| Donald E. Brown | ||||||
| Executive Vice President and Chief Financial Officer | ||||||