Introductory Note.
On December 31, 2023, NiSource Inc., a Delaware corporation (“NiSource” or “Company”) consummated the closing (the “Closing”) of the issuance of a 19.9% indirect equity interest in NiSource’s wholly-owned subsidiary Northern Indiana Public Service Company LLC (“NIPSCO”) to BIP BLUE BUYER L.L.C., an affiliate of Blackstone Infrastructure Partners and an experienced investor in U.S. infrastructure (the “Investor”). Pursuant to that previously announced purchase and sale agreement (the “Purchase Agreement”) dated June 17, 2023, as amended by Amendment No. 1 to the Purchase Agreement dated July 6, 2023, by and among NiSource, NIPSCO Holdings II LLC, a Delaware limited liability company (“Holdings II”) and Investor, at Closing, Investor acquired a 19.9% equity interest in Holdings II in exchange for making a capital contribution of $2,161,940,000 in cash in Holdings II. Upon consummation of the Closing, NiSource owns an 80.1% controlling indirect equity interest in NIPSCO while Investor owns the remaining 19.9% indirect equity interest.
| 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.
| 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.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
| * | 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. |
