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NiSource 8-K Report, Corporate Update (Mar 14, 2024)

Reports
Other Events·Exhibits & Filings
Filing Date
Filed March 14, 2024
Period End
March 14, 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 March 14, 2024. Cited figures are marked; the original filing is the authoritative source.

NiSource Inc. filed this Form 8-K on March 14, 2024 under Item 8.01 (Other Events) to disclose a debt offering.

On March 11, 2024, the company entered into a Terms Agreement with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc., as representatives of the underwriters, for the sale of $650,000,000a aggregate principal amount of its 5.350% Notes due 2034. The offering was made under the company's Form S-3 registration statement (File No. 333-268084), and the sale closed on March 14, 2024.

The Notes were issued under a November 14, 2000 Indenture with The Bank of New York Mellon, as successor trustee. NiSource intends to use the aggregate net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness. The filing attaches the form of the Notes (Exhibit 4.1) and a legal opinion from McGuireWoods LLP (Exhibit 5.1), with the consent included in Exhibit 5.1.

For investors, the filing is a routine capital-markets disclosure that adds $650 millionb of fixed-rate senior notes maturing in 2034 to the company's debt. The filing does not disclose earnings, operating results or other financial performance data.

02—Key points

Key Highlights

  1. Issued $650,000,000 aggregate principal amount of 5.350% Notes due 2034, with the sale closing on March 14, 2024.
  2. Terms Agreement dated March 11, 2024 with J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc. as representatives of the underwriters.
  3. Offering conducted under the Form S-3 registration statement (File No. 333-268084) and incorporates the Underwriting Agreement dated November 30, 2017.
  4. Notes issued under a November 14, 2000 Indenture with The Bank of New York Mellon, as successor trustee.
  5. Net proceeds intended for general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness.
  6. Exhibits include the form of Notes (4.1), McGuireWoods LLP legal opinion (5.1), consent (23.1) and cover page XBRL data (104).

03—Questions

Frequently Asked Questions

  1. How much debt did NiSource issue and at what interest rate?

    NiSource issued $650,000,000 aggregate principal amount of 5.350% Notes due 2034.

  2. When did the offering close?

    The sale of the Notes closed on March 14, 2024, following a Terms Agreement dated March 11, 2024.

  3. Who were the underwriters for the offering?

    The representatives of the underwriters were J.P. Morgan Securities LLC, Mizuho Securities USA LLC, PNC Capital Markets LLC and U.S. Bancorp Investments, Inc.

  4. What will NiSource do with the proceeds?

    The company intends to use the aggregate net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness.

  5. Under what registration and indenture were the Notes issued?

    The Notes were offered under Form S-3 registration statement File No. 333-268084 and issued under a November 14, 2000 Indenture with The Bank of New York Mellon, as successor trustee, as amended and supplemented.

04—Continue

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