NiSource Inc. (NYSE: NI) (“NiSource”) announced today the period
beginning on November 13, 2023 and ending on November 17, 2023 as
the final remarketing period for its Series C Mandatory Convertible
Preferred Stock, par value $0.01 per share, with a liquidation
preference of $1,000 per share (the “Mandatory Convertible
Preferred Stock”), originally issued on April 19, 2021 as part of
NiSource’s equity units (“2021 Equity Units”). NiSource intends to
remarket, subject to market conditions, up to 862,500 shares of its
Series C Mandatory Convertible Preferred Stock. While the final
remarketing of the Series C Mandatory Convertible Preferred Stock
is in accordance with NiSource’s long-term financial plan, the
timing of the final remarketing is subject to market and other
conditions and NiSource may postpone the final remarketing in its
absolute discretion on any day prior to the last business day of
the final remarketing period.
Currently, the Mandatory Convertible Preferred Stock bears no
dividends and is convertible only upon the occurrence of certain
fundamental change events. On March 1, 2024, each outstanding share
of the Mandatory Convertible Preferred Stock will automatically
convert into a number of shares of NiSource common stock between
34.9107 and 41.0201 shares of common stock (in each case, subject
to customary anti-dilution adjustments, including an adjustment for
the occurrence of the record date for a cash dividend on NiSource's
common stock scheduled to occur on October 31, 2023), depending on
the forty-day volume weighted average price of the common stock
over a period preceding March 1, 2024. If the closing price of
NiSource common stock on the date of the pricing of the final
remarketing of the Mandatory Convertible Preferred Stock is
$24.3783 (subject to adjustment as described above) or less, the
minimum conversion rate will be increased to an amount equal to
$1,000 divided by 117.5% of such closing price.
In connection with a successful final remarketing of the
Mandatory Convertible Preferred Stock, dividends may become payable
on the Mandatory Convertible Preferred Stock. If dividends become
payable, they will be paid in cash when, as and if declared by
NiSource’s board of directors out of funds legally available for
the payment of dividends, on March 1, 2024. While NiSource
currently anticipates these terms to be in effect after a
successful final remarketing, the actual terms of the remarketed
Mandatory Convertible Preferred Stock are subject to the final
remarketing and will be subsequently determined by NiSource and the
remarketing agents.
NiSource will not directly receive any of the proceeds from the
remarketing of shares of the Mandatory Convertible Preferred Stock.
However, upon a successful final remarketing,
- a portion of the proceeds from the final remarketing
attributable to shares of Mandatory Convertible Preferred Stock
that were components of the 2021 Equity Units will be automatically
applied to satisfy in full the 2021 Equity Unit holders’
obligations to purchase our common stock under the purchase
contract component of their 2021 Equity Units, and any remaining
proceeds will be promptly remitted to the holders of the 2021
Equity Units after the remarketing settlement date; and
- the proceeds from the final remarketing attributable to
holders of separate shares of Mandatory Convertible Preferred Stock
who elected to participate in the final remarketing will be
remitted by the remarketing agents for distribution to such holders
on the remarketing settlement date.
Goldman Sachs & Co. LLC , J.P. Morgan Securities LLC and
Wells Fargo Securities, LLC are acting as the remarketing agents
for this final remarketing. NiSource may add additional remarketing
agents for the final remarketing.
The final remarketing will be made pursuant to an effective
registration statement filed with the U.S. Securities and Exchange
Commission. This press release shall not constitute an offer to
sell or the solicitation of an offer to buy nor shall there be any
sale of the Mandatory Convertible Preferred Stock in any state in
which such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state. Any offers to remarket the Mandatory Convertible Preferred
Stock will be made exclusively by means of a prospectus supplement
and accompanying prospectus.
About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated
utility companies in the United States, serving approximately 3.3
million natural gas customers and 500,000 electric customers across
six states through its local Columbia Gas and NIPSCO brands. The
mission of our approximately 7,200 employees is to deliver safe,
reliable energy that drives value to our customers. NI-F
Forward-Looking Statements
This press release contains “forward-looking statements,” within
the meaning of Section 27A of the Securities Act of 1933, as
amended (the “Securities Act”), and Section 21E of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”).
Forward-looking statements in this press release include, but are
not limited to, statements concerning our ability to complete the
final remarketing on the anticipated timeline or at all, the
anticipated benefits of the final remarketing if completed, our
plans, strategies and objectives, and any and all underlying
assumptions and other statements that are other than statements of
historical fact. Investors and prospective investors should
understand that many factors govern whether any forward-looking
statement contained herein will be or can be realized. Any one of
those factors could cause actual results to differ materially from
those projected. Expressions of future goals and expectations and
similar expressions, including “may,” “will,” “should,” “could,”
“would,” “aims,” “seeks,” “expects,” “plans,” “anticipates,”
“intends,” “believes,” “estimates,” “predicts,” “potential,”
“targets,” “forecast,” and “continue,” reflecting something other
than historical fact are intended to identify forward-looking
statements. All forward-looking statements are based on assumptions
that management believes to be reasonable; however, there can be no
assurance that actual results will not differ materially.
Factors that could cause actual results to differ materially
from the projections, forecasts, estimates and expectations
discussed in this press release include, but are not limited to,
our ability to execute our business plan or growth strategy,
including utility infrastructure investments; potential incidents
and other operating risks associated with our business; our ability
to adapt to, and manage costs related to, advances in, or failures
of, technology; impacts related to our aging infrastructure; our
ability to obtain sufficient insurance coverage and whether such
coverage will protect us against significant losses; the success of
our electric generation strategy; construction risks and natural
gas costs and supply risks; fluctuations in demand from residential
and commercial customers; fluctuations in the price of energy
commodities and related transportation costs or an inability to
obtain an adequate, reliable and cost-effective fuel supply to meet
customer demands; the attraction and retention of a qualified,
diverse workforce and ability to maintain good labor relations; our
ability to manage new initiatives and organizational changes; the
actions of activist stockholders; the performance of third-party
suppliers and service providers; potential cybersecurity attacks;
increased requirements and costs related to cybersecurity; any
damage to our reputation; any remaining liabilities or impact
related to the sale of the Massachusetts Business; the impacts of
natural disasters, potential terrorist attacks or other
catastrophic events; the physical impacts of climate change and the
transition to a lower carbon future; our ability to manage the
financial and operational risks related to achieving our carbon
emission reduction goals, including our Net Zero Goal; our debt
obligations; any changes to our credit rating or the credit rating
of certain of our subsidiaries; any adverse effects related to our
equity units; adverse economic and capital market conditions or
increases in interest rates; inflation; recessions; economic
regulation and the impact of regulatory rate reviews; our ability
to obtain expected financial or regulatory outcomes; continuing and
potential future impacts from the COVID-19 pandemic; economic
conditions in certain industries; the reliability of customers and
suppliers to fulfill their payment and contractual obligations; the
ability of our subsidiaries to generate cash; pension funding
obligations; potential impairments of goodwill; the outcome of
legal and regulatory proceedings, investigations, incidents, claims
and litigation; potential remaining liabilities related to the
Greater Lawrence Incident; compliance with applicable laws,
regulations and tariffs; compliance with environmental laws and the
costs of associated liabilities; changes in taxation; and other
matters set forth in Item 1, “Business,” Item 1A, “Risk Factors”
and Part II, Item 7, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations,” of our Annual
Report on Form 10-K for the fiscal year ended December 31, 2022,
and matters set forth in our Quarterly Report on Form 10-Q for the
quarters ended March 31, 2023 and June 30, 2023, some of which
risks are beyond our control. In addition, the relative
contributions to profitability by each business segment, and the
assumptions underlying the forward-looking statements relating
thereto, may change over time.
All forward-looking statements are expressly qualified in their
entirety by the foregoing cautionary statements. We undertake no
obligation to, and expressly disclaim any such obligation to,
update or revise any forward-looking statements to reflect changed
assumptions, the occurrence of anticipated or unanticipated events
or changes to the future results over time or otherwise, except as
required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231020454430/en/
Media Lynne Evosevich
Corporate Media Relations (724) 288-1611
levosevich@nisource.com
Investors Christopher
Turnure Director, Investor Relations (614) 404-9426
cturnure@nisource.com
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