Nisource Inc 8-K, filed Dec 1, 2023
Nisource Inc. (NI)
About this 8-K
Nisource Inc filed this 8-K on December 1, 2023.
Items reported
- Item 3.01: Delisting notice or listing transfer
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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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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).
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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 3.01. |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On December 1, 2023, NiSource Inc. (the “Company”) issued a press release announcing, among other things that, pursuant to the terms of its Series A Corporate Units, originally issued on April 19, 2021, it intends to voluntarily delist its Series A Corporate Units from the New York Stock Exchange (“NYSE”).
The Company currently anticipates a Form 25 will be filed with the Securities and Exchange Commission relating to the delisting on December 1, 2023, and that the delisting of its securities will become effective on December 1, 2023. The Company does not expect that the delisting will have any adverse effects on the continued listing of the Company’s Common Stock and the Company will remain subject to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended.
| Item 7.01. |
Regulation FD Disclosure. |
On December 1, 2023, the Company issued a press release announcing, among other things, the settlement rate of the purchase contracts that form part of its Series A Corporate Units, originally issued on April 19, 2021 as part of the Company’s equity units.
A copy of the press release is attached as Exhibit 99.1 and the information set forth therein is incorporated herein by reference and constitutes a part of this report. The information included in this Item 7.01 of this Current Report on Form 8-K and the press release attached hereto as Exhibit 99.1 are for informational purposes only and do not constitute an offer to sell the Mandatory Convertible Preferred Stock.
The information set forth in and incorporated by reference into this Item 7.01 (including Exhibit 99.1) of this Current Report on Form 8-K is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
| Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 |
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| 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: December 1, 2023 |
By: |
/s/ Shawn Anderson | ||||
| Shawn Anderson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
FOR IMMEDIATE RELEASE:
December 1, 2023
NiSource Inc. Announces the Settlement Rate for the Purchase Contract Component of its 2021 Equity Units Offering
MERRILLVILLE, Ind. – NiSource Inc. (NYSE: NI) (“NiSource”) announced today the settlement rate of the purchase contracts that form part of its Series A Corporate Units (the “Corporate Units”), originally issued on April 19, 2021 as part of NiSource’s equity units (“2021 Equity Units”). Each holder of a Corporate Unit will receive 3.9295 shares (the “Settlement Rate”) of NiSource common stock with cash to be paid in lieu of any fractional share. The Settlement Rate was determined based upon the per-share daily volume weighted average of NiSource’s common stock over a consecutive 40-day trading period ending on November 29, 2023.
Pursuant to the terms of the 2021 Equity Units, as of December 1, 2023, each holder of Corporate Units will be deemed to have automatically delivered the related Series C Mandatory Convertible Preferred Stock that are components of the Corporate Units to NiSource in full satisfaction of such holder’s obligations under the related purchase contracts. On December 1, 2023, (i) each holder of a Corporate Unit will receive 3.9295 shares of the NiSource’s common stock (Bloomberg Ticker: NI) under the purchase contract component of the Corporate Units, with cash to be paid in lieu of any fractional share, (ii) NiSource will retire and cancel the Series C Mandatory Convertible Preferred Stock and such Series C Mandatory Convertible Preferred Stock will cease to exist and (iii) NiSource will voluntarily delist the Corporate Units (Bloomberg Ticker: NIMC) from the New York Stock Exchange.
About NiSource
References in this press release to “NiSource” refer to NiSource Inc. and “we,” “us” or “our” refer collectively to NiSource and its subsidiaries.
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated utility companies in the United States, serving approximately 3.2 million natural gas customers and 500,000 electric customers across six states through its local Columbia Gas and NIPSCO brands. Based in Merrillville, Indiana, NiSource’s approximately 7,500 employees are focused on safely delivering reliable and affordable energy to our customers and communities we serve. NiSource is a member of the Dow Jones Sustainability Index - North America. NI-F
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FOR ADDITIONAL INFORMATION
| Media |
Investors | |
| Lynne Evosevich |
Christopher Turnure | |
| Corporate Media Relations |
Director, Investor Relations | |
| (724) 288-1611 |
(614) 404-9426 | |
| levosevich@nisource.com |
cturnure@nisource.com |
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 the issuance of shares of common stock at the established settlement rate, 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
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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 Reports on Form 10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 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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