| Item 1.01 | Entry into a Material Definitive Agreement |
On February 18, 2022, NiSource Inc. (“NiSource”), as Borrower, entered into a Sixth Amended and Restated Revolving Credit Agreement (the “Agreement”) with the lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, New York Branch, Wells Fargo Bank, National Association and Bank of America, National Association, as Co-Documentation Agents, Barclays Bank PLC and MUFG Bank, Ltd., as Co-Sustainability Structuring Agents, and Barclays Bank PLC, JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, Wells Fargo Securities, LLC and BofA Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners. The Agreement amends and restates in its entirety NiSource’s Fifth Amended and Restated Revolving Credit Agreement dated as of February 20, 2019 (the “Existing Credit Agreement”).
The Agreement amended certain provisions under the Existing Credit Agreement, to, among other things, (i) extend the termination date from February 20, 2024 to February 18, 2027, (ii) transition the reference rate at which the loans under the Existing Credit Agreement (including each Eurodollar Loan) accrue interest from the London interbank offered rate (“LIBO Rate”) to Term SOFR (as defined in the Agreement) and make certain conforming changes therewith, (iii) amend the definition of Consolidated Capitalization in the Debt to Capitalization Ratio covenant and (iv) provide for a potential ESG Amendment (as defined in the Agreement).
The Agreement provides that NiSource, in consultation with the Co-Sustainability Structuring Agents, will be entitled, in its sole discretion, to establish specified key performance indicators (the “KPIs”) with respect to certain environmental, social and governance (“ESG”) targets of NiSource and its subsidiaries. The Co-Sustainability Structuring Agents and NiSource may enter into an ESG Amendment on receipt of the consent of the lenders holding more than 50% of the commitments under the Agreement, solely for the purpose of incorporating the KPIs so that certain adjustments, up to a specified cap, to the otherwise applied Applicable Rate (as defined in the Agreement) may be made based on NiSource’s performance against the ESG KPIs.
Other than as summarized herein, the Agreement substantially restates the Existing Credit Agreement, including representations and warranties, financial and other covenants and events of default.
The description above is a summary of the Agreement and is qualified in its entirety by the complete text of the Agreement, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.
| Item 2.03 | Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant |
The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
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Exhibit
Number | | Description |
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| 10.1 | | Sixth Amended and Restated Revolving Credit Agreement, dated as of February 18, 2022, among NiSource Inc., as Borrower, the lenders party thereto, Barclays Bank PLC, as Administrative Agent, JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as Co-Syndication Agents, Credit Suisse AG, New York Branch, Wells Fargo Bank, National Association and Bank of America, National Association, as Co-Documentation Agents, Barclays Bank PLC and MUFG Bank, Ltd., as Co-Sustainability Structuring Agents, Barclays Bank PLC, JPMorgan Chase Bank, N.A., MUFG Bank, Ltd., Credit Suisse Loan Funding LLC, Wells Fargo Securities, LLC and BofA Securities, Inc., as Joint Lead Arrangers and Joint Bookrunners. |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
