8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 6, 2021

NiSource Inc.

(Exact name of registrant as specified in its charter)

DE	001-16189	35-2108964
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)
801 East 86th Avenue<br>Merrillville, IN	46410
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(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (877) 647-5990

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Trading<br>Symbol(s)	Name of Each Exchange<br>on Which Registered
Common Stock, par value $0.01 per share	NI	NYSE
Depositary Shares, each representing a 1/1,000th ownership interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share and a 1/1,000th ownership interest in a share of Series B-1 Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share	NI PR B	NYSE
Series A Corporate Units	NIMC	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01.	Other Events.

On August 6, 2021, NiSource Inc. (the “Company”) filed with the Securities and Exchange Commission (the “SEC”) an amendment (the “Amendment”) to the prospectus supplement dated February 22, 2021 (the “Prospectus Supplement”), which was filed with the SEC pursuant to Rule 424(b) under the Securities Act of 1933, as amended. The Amendment, the Prospectus Supplement and the base prospectus dated November 1, 2019 form a part of the Company’s automatic shelf registration statement filed with the SEC on November 1, 2019 (File No. 333-234422).

A validity opinion from Baker & McKenzie LLP is being filed with this Current Report on Form 8-K and is incorporated by reference into the Prospectus Supplement.

Item 9.01.	Financial Statements and Exhibits.

(d) Exhibits

Exhibit<br>Number	Description
5.1	Opinion of Baker & McKenzie LLP
23.1	Consent of Baker & McKenzie LLP (included in Exhibit 5.1)
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: August 6, 2021	By:	/s/ Donald E. Brown
		Donald E. Brown
		Executive Vice President and Chief Financial Officer

EX-5.1

Exhibit 5.1

Baker & McKenzie LLP<br> <br><br><br><br>300 East Randolph Street, Suite 5000<br> <br>Chicago, IL 60601<br><br><br>United States<br> <br><br><br><br>Tel: +1 312 861 8000<br> <br>Fax: +1 312 861 2899<br><br><br>www.bakermckenzie.com

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August 6, 2021

NiSource Inc.

801 East 86th Avenue

Merrillville, Indiana 46410

Ladies and Gentlemen:

We have acted as counsel for NiSource Inc., a Delaware corporation (the “Company”), in connection with its registration statement on Form S-3ASR (Registration Number 333- 234422) (the “Registration Statement”) filed with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the issuance of shares of the Company’s common stock, par value $0.01 per share, having an aggregate gross sales price of up to $750,000,000 (the “Shares”), pursuant to (i) the Equity Distribution Agreement, dated February 22, 2021, among the Company, Barclays Capital Inc., as the sales agent and as the forward seller, and Barclays Bank PLC, as the forward purchaser, (ii) the Equity Distribution Agreement, dated February 22, 2021, among the Company, J.P. Morgan Securities LLC, as the sales agent and as the forward seller, and JPMorgan Chase Bank, National Association, as the forward purchaser, (iii) the Equity Distribution Agreement, dated February 22, 2021, between the Company and KeyBanc Capital Markets Inc., as the sales agent, as the forward seller and as the forward purchaser, (iv) the Equity Distribution Agreement, dated February 22, 2021, among the Company, Mizuho Securities USA LLC, as the sales agent and as the forward seller, and Mizuho Markets Americas LLC, as the forward purchaser, (v) the Equity Distribution Agreement, dated February 22, 2021, between the Company and Morgan Stanley & Co. LLC, as the sales agent, as the forward seller and as the forward purchaser, (vi) the Equity Distribution Agreement, dated February 22, 2021, among the Company, Wells Fargo Securities, LLC, as the sales agent and as the forward seller, and Wells Fargo Bank, National Association, as the forward purchaser, and, in each case, the related Master Confirmation for Forward Sale, dated February 22, 2021, between the Company and the applicable forward purchaser (collectively, the “Master Forward Confirmations” and, together with the Equity Distribution Agreements, the “Transaction Documents”).

We have reviewed copies of the Transaction Documents, and we have examined the originals, or photostatic or certified copies, of such records of the Company, of certificates of officers of the Company and of public documents, and such other documents as we have deemed relevant and necessary as the basis of the opinion set forth below. In such examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as photostatic or certified copies and the authenticity of the originals of such copies.

Based upon and subject to the foregoing, we are of the opinion that the Shares have been duly authorized, and, when (A) the number of Shares to be offered, issued and sold by the Company from time to time and the respective pricing terms, times and dates of offering, issuance and sale have been duly authorized and approved by one or more duly authorized officers of the Company, all as provided in, and in compliance with the parameters, limitations and other terms set forth in resolutions duly adopted by the board of directors of the Company and (B) certificates representing such Shares shall have been duly executed, countersigned and registered and duly delivered to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the aggregate par value thereof or, if any such Shares are to be issued in uncertificated form, the Company’s books shall reflect the issuance of such Shares to the purchasers thereof against payment of the agreed consideration therefor in an amount not less than the aggregate par value thereof, in accordance with the terms of the Transaction Documents, such Shares will be validly issued, fully paid and non-assessable.

The opinion expressed above is limited to the General Corporation Law of the State of Delaware and the federal laws of the United States of America.

This opinion letter is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated. We hereby consent to the use of our opinion as herein set forth as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the amendment to the prospectus supplement and the prospectus supplement forming a part of the Registration Statement. In giving this consent, we do not hereby admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC promulgated thereunder or Item 509 of Regulation S-K.

Very truly yours,
/s/ Baker & McKenzie LLP
BAKER & McKENZIE LLP

Baker & McKenzie LLP is a member of Baker & McKenzie International, a Swiss Verein.