| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 13, 2021, NiSource Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters listed on Schedule I thereto (collectively, the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, 7,500,000 of the Company’s Series A Equity Units initially in the form of Series A Corporate Units (the “Firm Corporate Units”). The Company granted the Underwriters an overallotment option to purchase an additional 1,125,000 Series A Corporate Units (the “Optional Corporate Units” and, together with the Firm Corporate Units, the “Corporate Units”), which was exercised in full concurrently with the closing of the Firm Corporate Units. The sale of 8,625,000 Corporate Units closed on April 19, 2021.
Each Corporate Unit has a stated amount of $100 and is comprised of (i) a purchase contract which will obligate the holder to purchase from the Company, no later than December 1, 2023, a certain number of shares of the Company’s common stock, par value $0.01 per share, and (ii) a 1/10th undivided beneficial ownership interest in one share of the Company’s Series C Mandatory Convertible Preferred Stock (“Mandatory Convertible Preferred Stock”).
The purchase contracts for the Corporate Units are being issued pursuant to a Purchase Contract and Pledge Agreement, dated as of April 19, 2021, between the Company and U.S. Bank National Association, in its capacity as the purchase contract agent, collateral agent, custodial agent and securities intermediary (the “Purchase Contract and Pledge Agreement”). Under the terms of the Purchase Contract and Pledge Agreement, the Mandatory Convertible Preferred Stock comprising a part of each Corporate Unit is being pledged as collateral to secure the holders’ obligation to purchase the shares of common stock under the purchase contracts that form a part of the Corporate Units. The Mandatory Convertible Preferred Stock will be remarketed, subject to certain terms and conditions, prior to the related purchase contract settlement date pursuant to the terms of the Purchase Contract and Pledge Agreement and a remarketing agreement to be entered into among the Company, U.S. Bank National Association, in its capacity as the purchase contract agent, and a remarketing agent or agents to be designated by the Company.
A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1 and is incorporated herein by reference. The foregoing description of the material terms of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the Purchase Contract and Pledge Agreement is attached hereto as Exhibit 4.1 and is incorporated herein by reference. The foregoing description of the material terms of the Purchase Contract and Pledge Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the legal opinion and consent of Fried Frank Harris, Shriver & Jacobson LLP, relating to the Corporate Units is attached hereto as Exhibit 5.1.
| Item 5.03 | Amendments to Certificate of Incorporation or Bylaws |
In connection with the offering, on April 19, 2021, the Company filed the Certificate of Designations of Series C Mandatory Convertible Preferred Stock (the “Certificate of Designations”) with the Secretary of State of Delaware to establish the terms, rights, obligations and preferences of the Series C Mandatory Convertible Preferred Stock. The Certificate of Designations became effective upon the filing with the Secretary of State of Delaware. The Certificate of Designations designates 862,500 shares as Series C Mandatory Convertible Preferred Stock, par value $0.01 per share.
The foregoing description of the Certificate of Designations and the terms of the Series C Mandatory Convertible Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Certificate of Designations, a copy of which is being filed as Exhibit 3.1 hereto and is incorporated by reference herein.
