MERRILLVILLE, Ind., Sept. 15,
2023 /PRNewswire/ -- NiSource Inc. (NYSE: NI)
("NiSource") announced today its intention to remarket, subject to
market and other conditions, up to 862,500 shares of 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"). The remarketing of the Series C Mandatory
Convertible Preferred Stock is in accordance with NiSource's
long-term financial plan but is subject to market and other
conditions. NiSource intends to designate the period beginning on
October 2, 2023 and ending on
October 23, 2023 for the
remarketing.
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), 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 remarketing of the
Mandatory Convertible Preferred Stock is $24.3783 (subject to adjustment) 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 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 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. NiSource
may also elect December 1, 2023 as a
dividend payment date in addition to March
1, 2024. While NiSource may elect to pay dividends on the
Mandatory Convertible Preferred Stock in shares of its common stock
or a combination of cash and shares, NiSource intends to pay such
dividends in cash. While NiSource currently anticipates these terms
to be in effect after a successful remarketing, the actual terms of
the remarketed Mandatory Convertible Preferred Stock are subject to
the 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 remarketing,
- a portion of the proceeds from the remarketing attributable to
shares of Mandatory Convertible Preferred Stock that were
components of the 2021 Equity Units will be automatically applied
to purchase a portfolio of U.S. Treasury securities that is
intended to mature in an amount sufficient 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 remarketing attributable to
holders of separate shares of Mandatory Convertible Preferred Stock
who elected to participate in the remarketing will be
remitted by the remarketing agent for distribution to
such holders on the remarketing settlement
date.
Goldman Sachs & Co. LLC is acting as the remarketing agent
for this offering. NiSource may add additional remarketing agents
for the remarketing.
The 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.
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
remarketing on the anticipated timeline or at all, the anticipated
benefits of the 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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SOURCE NiSource Inc.