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NiSource 8-K Report, Corporate Update (Feb 9, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed February 9, 2024
Period End
February 9, 2024
Security
NI
In the record · 2016–202610-K1210-Q338-K177

NI filed 12 annual reports (10-K), 33 quarterly reports (10-Q) and 177 current reports (8-K) between 2016 and 2026.

  1. Material agreement8-K · Sep ’17Sep ’17
  2. Leadership change8-K · Oct ’19Oct ’19
  3. Leadership change8-K · Jan ’22Jan ’22
  4. Material agreement8-K · Dec ’25Dec ’25

01—Abstract

Summary

Summary of the 8-K filed February 9, 2024. Cited figures are marked; the original filing is the authoritative source.

NiSource Inc. filed a Form 8-K on February 9, 2024 under Item 8.01 (Other Events) to announce that it will redeem all outstanding shares of its 6.50%a Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock and its Series B-1 Preferred Stock, along with the corresponding depositary shares, on March 15, 2024 (the Redemption Date).

The redemption details are set out in a news release attached as Exhibit 99.1, which is incorporated by reference. The depositary shares (NYSE: NI PR B), of which 20,000,000 are outstanding, each represent a 1/1,000th interest in one share of Series B Preferred Stock and one share of Series B-1 Preferred Stock. They will be redeemed at $25.00001b per depositary share.

This price does not include accumulated and unpaid dividends. Previously declared dividends of $0.40625c per depositary share for the period from December 15, 2023 to March 15, 2024 will be paid separately on March 15, 2024 to holders of record on February 23, 2024. Dividends stop accumulating on the Redemption Date.

For investors, the filing is a notice of a capital-structure action: preferred holders will receive the redemption price plus the final quarterly dividend, and the depositary shares will be retired through DTC, with Computershare Trust Company, N.A. acting as redemption agent. The filing also describes NiSource as one of the largest fully-regulated utilities in the United States, serving approximately 3.3 million natural gas customers and 486,000 electric customers across six states through its Columbia Gas and NIPSCO brands.

02—Key points

Key Highlights

  1. NiSource will redeem all outstanding Series B and Series B-1 Preferred Stock and the corresponding depositary shares on March 15, 2024.
  2. The depositary shares (NYSE: NI PR B), totaling 20,000,000, will be redeemed at $25.00001 per depositary share.
  3. Each depositary share represents a 1/1,000th ownership interest in one share of Series B Preferred Stock and one share of Series B-1 Preferred Stock.
  4. Holders of record on February 23, 2024 will receive a dividend of $0.40625 per depositary share for the period from December 15, 2023 to March 15, 2024, paid separately on March 15, 2024.
  5. The redemption price excludes accumulated and unpaid dividends, and dividends stop accumulating on the Redemption Date.
  6. Redemption will occur through DTC procedures, with Computershare Trust Company, N.A. acting as redemption agent under the Deposit Agreement.
  7. The filing is a Form 8-K under Item 8.01 (Other Events) and includes Exhibit 99.1, the news release, and Exhibit 104, the cover page Inline XBRL file.

03—Questions

Frequently Asked Questions

  1. What is being redeemed and when?

    NiSource will redeem all outstanding shares of its 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock and Series B-1 Preferred Stock, along with the corresponding depositary shares, on March 15, 2024.

  2. How much will holders receive per depositary share?

    Holders will receive $25.00001 per depositary share. Previously declared dividends of $0.40625 per depositary share for the period from December 15, 2023 to March 15, 2024 will be paid separately on March 15, 2024.

  3. Who is entitled to the separately paid dividend?

    The dividend will be paid on March 15, 2024 to holders of record on February 23, 2024.

  4. Do dividends continue to accrue after the redemption?

    No. On and after the Redemption Date, dividends on the redeemed Series B Preferred Stock and the corresponding depositary shares will cease to accumulate.

  5. How will the redemption be processed?

    The depositary shares are held through The Depository Trust Company and will be redeemed according to DTC procedures. Computershare Inc. and Computershare Trust Company, N.A. will make payment to DTC as redemption agent under the Deposit Agreement.

04—Continue

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