01—Abstract
Summary
Summary of the 8-K filed March 18, 2024. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. filed a Current Report on Form 8-K dated March 18, 2024, describing the elimination of preferred stock terms from its corporate charter.
On March 18, 2024, the Company filed a Certificate of Elimination with the Delaware Secretary of State to remove all matters set forth in the Certificates of Designations for its 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (Series B Preferred Stock) and its Series B-1 Preferred Stock (Series B-1 Preferred Stock) from its Amended and Restated Certificate of Incorporation. The filing states that all outstanding shares of both series were redeemed on March 15, 2024, at a redemption price of $25,000a per share for the Series B Preferred Stock and $0.01 per share for the Series B-1 Preferred Stock. Following the redemptions, dividends ceased to accrue on the Series B Preferred Stock, and the shares of both series are no longer deemed outstanding.
Holders' rights terminated, except for the right to receive the applicable redemption price, without interest. For investors, the filing is administrative in nature and reflects the completion of the redemption of these preferred securities.
It indicates that the holders of these series no longer have ongoing dividend or other rights beyond receiving the redemption payment. The filing also lists a Certificate of Elimination as Exhibit 3.1 and an Inline XBRL cover page as Exhibit 104.
02—Key points
Key Highlights
- Redemption of all outstanding Series B Preferred Stock and Series B-1 Preferred Stock occurred on March 15, 2024.
- Series B Preferred Stock redemption price was $25,000 per share.
- Series B-1 Preferred Stock redemption price was $0.01 per share.
- Dividends ceased to accrue on the Series B Preferred Stock following the redemptions.
- Holders' rights terminated except for the right to receive the redemption price, without interest.
- On March 18, 2024, the Company filed a Certificate of Elimination with the Delaware Secretary of State removing the related preferred stock terms from its Amended and Restated Certificate of Incorporation.
- The filing is reported under Item 3.03 (Material Modification to Rights of Security Holders) and Item 5.03 (Amendments to Articles of Incorporation or Bylaws).
03—Questions
Frequently Asked Questions
What happened to the Series B Preferred Stock?
All outstanding shares of the 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock were redeemed on March 15, 2024, at a redemption price of $25,000 per share. After the redemption, the shares are no longer deemed outstanding.
What happened to the Series B-1 Preferred Stock?
All outstanding shares of the Series B-1 Preferred Stock were redeemed on March 15, 2024, at a redemption price of $0.01 per share. After the redemption, the shares are no longer deemed outstanding.
Will holders of these preferred shares continue to receive dividends?
No. The filing states that dividends ceased to accrue on the Series B Preferred Stock following the redemptions. Holders' remaining right is to receive the applicable redemption price, without interest.
Why did the Company file a Certificate of Elimination?
The Certificate of Elimination, filed on March 18, 2024, removes from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificates of Designations for the Series B and Series B-1 Preferred Stock. This follows the completed redemptions and reflects that these series no longer remain outstanding.
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