UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant To Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
Senior Notes Due 2052
On June 7, 2022, NiSource Inc. (the “Company”) and Barclays Capital Inc., BofA Securities, Inc., Credit Suisse Securities (USA) LLC, Morgan Stanley & Co. LLC and MUFG Securities Americas Inc., as representatives of the underwriters, entered into a Terms Agreement (the “Terms Agreement”) with respect to the offering and sale of $350,000,000 aggregate principal amount of the Company’s 5.000% Notes due 2052 (the “Notes”) under the Company’s Registration Statement on Form S-3 (File No. 333-234422) (the “Registration Statement”). The Terms Agreement incorporates by reference an Underwriting Agreement, dated November 30, 2017, of the Company (as filed with the Securities and Exchange Commission on November 30, 2017).
The sale closed on June 10, 2022. The Notes were issued pursuant to an Indenture, as amended and supplemented, dated as of November 14, 2000, among the Company, in its own capacity and as successor to NiSource Finance Corp., and The Bank of New York Mellon, as successor trustee. The Company intends to disburse an amount equal to the net proceeds of the issuance of the Notes to finance, in whole or in part, expenditures to be incurred and investments to be made during the 2023 fiscal year related to the acquisition of the Company’s wind energy projects from the developer, which are expected to include, in whole or in part, the Company’s (i) 302 megawatt (nameplate capacity) Indiana Crossroads Wind project and (ii) 102 megawatt (nameplate capacity) Rosewater Wind project.
A copy of the Company’s press release issued on June 10, 2022 announcing the closing of the offering is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
A copy of the form of the Notes is filed as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference. The Company is filing Exhibit 5.1 with this Current Report on Form 8-K in connection with the Registration Statement.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Form of 5.000% Notes due 2052 | |
| 5.1 | Opinion of Baker & McKenzie LLP | |
| 23.1 | Consent of Baker & McKenzie LLP (included in Exhibit 5.1) | |
| 99.1 | Press Release, dated June 10, 2022, issued by NiSource Inc. | |
| 104 | Cover page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NiSource Inc. | ||||||
| (Registrant) | ||||||
| Date: June 10, 2022 | By: | /s/ Donald E. Brown | ||||
| Donald E. Brown | ||||||
| Executive Vice President and Chief Financial Officer | ||||||