01—Abstract
Summary
Summary of the 8-K filed June 27, 2025. Cited figures are marked; the original filing is the authoritative source.
NiSource Inc. filed a Form 8-K on June 27, 2025 under Item 8.01 (Other Events) to report the closing of a debt offering of senior notes.
On June 23, 2025, the company entered into a Terms Agreement with a group of lead underwriters (BMO Capital Markets Corp., BNP Paribas Securities Corp., J.P. Morgan Securities LLC, PNC Capital Markets LLC, Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc.) for $900,000,000a of 5.350% Notes due 2035 and $750,000,000 of additional 5.850% Notes due 2055. The sale closed on June 27, 2025, and the filing states that the company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, working capital and repaying existing indebtedness.
The 2055 Notes are a further issuance of the 5.850% Notes due 2055 that NiSource first issued on March 27, 2025 in the same $750,000,000b amount. Following this issuance, the aggregate principal amount of outstanding 5.850% Notes due 2055 is $1,500,000,000. The notes were issued under a 2000 indenture, as amended and supplemented, with The Bank of New York Mellon as successor trustee, and the offering was made under the company's Form S-3 registration statement (File No. 333-268084).
For investors, the filing is primarily a financing disclosure: it documents roughly $1.65 billionc of new long-term debt capacity raised in the aggregate, with the stated purpose of funding capital spending, working capital and debt refinancing. The filing itself does not provide financial results, guidance or balance sheet totals.
02—Key points
Key Highlights
- Closed sale of $900 million of 5.350% Notes due 2035 and $750 million of additional 5.850% Notes due 2055 on June 27, 2025
- Terms Agreement dated June 23, 2025 was entered into with six lead underwriters under the company's Form S-3 (File No. 333-268084)
- Outstanding 5.850% Notes due 2055 increased to $1.5 billion following the additional issuance, which is identical in terms except for issue date and price
- Net proceeds intended for general corporate purposes, including capital expenditures, working capital and repayment of existing indebtedness
- Notes issued under a November 14, 2000 Indenture with The Bank of New York Mellon as successor trustee
- Exhibits filed include forms of the 2035 and 2055 Notes and a legal opinion from McGuireWoods LLP
03—Questions
Frequently Asked Questions
How much debt did NiSource raise in this offering?
The company sold $900,000,000 aggregate principal amount of 5.350% Notes due 2035 and $750,000,000 additional aggregate principal amount of 5.850% Notes due 2055, for a combined $1.65 billion in principal.
When did the offering close and when was the agreement signed?
The Terms Agreement with the lead underwriters was entered into on June 23, 2025, and the sale closed on June 27, 2025.
What will NiSource use the proceeds for?
The company intends to use the net proceeds for general corporate purposes, including financing capital expenditures, for working capital and to repay existing indebtedness.
How does the 2055 issuance relate to earlier notes?
The 2055 Notes are an additional issuance of the 5.850% Notes due 2055. The company had previously issued $750,000,000 of these notes on March 27, 2025, and following the new issuance the outstanding amount is $1,500,000,000. The terms are identical other than the issue date and price to the public.
Under what registration and indenture were the notes issued?
The notes were offered under the company's Registration Statement on Form S-3 (File No. 333-268084) and issued under a November 14, 2000 Indenture, as amended and supplemented, with The Bank of New York Mellon as successor trustee.
04—Continue