Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-268084
The information in this preliminary prospectus supplement is notcomplete and
may be changed. This preliminary prospectus supplement and the accompanying
prospectus are not an offer to sell these securities and are not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is
notpermitted.
Subject to Completion,dated September 3, 2024
Preliminary Prospectus Supplement
(To Prospectus dated November 1, 2022)
$
%
Fixed-to-Fixed
ResetRate
Junior Subordinated Notes due 2055
We are offering$of our%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2055 (the "Notes"). The Notes
willbear interest (i) from and including September, 2024 (the "original issue
date") to, but excluding, March , 2035 at the rate of% per annum and (ii) from
andincluding March, 2035, during each Reset Period (as defined herein) at a
rate per annum equal to the Five-year U.S. Treasury Rate (as defined herein)
as of the most recent Reset Interest Determination Date (as definedherein)
plus a spread of%, to be reset on each Reset Date (as defined herein), and
will mature on March, 2055. Interest on the Notes will accrue from and
including the original issue date andwill be payable semi-annually in arrears
on Marchand Septemberof each year, beginning on March, 2025.
So long as no event of default (as defined herein) with respect to the Notes
has occurred and is continuing, we may, at our option, defer interest payments
onthe Notes, from time to time, for one or more deferral periods of up to 20
consecutive semi-annual Interest Payment Periods (as defined herein) each.
During any deferral period, interest on the Notes will continue to accrue at
the then-applicableinterest rate on the Notes (as reset from time to time on
any Reset Date occurring during such deferral period in accordance with the
terms of the Notes) and, in addition, interest on deferred interest will
accrue at the then-applicable interestrate on the Notes (as reset from time to
time on any Reset Date occurring during such deferral period in accordance
with the terms of the Notes), compounded semi-annually, to the extent
permitted by applicable law. See "Supplemental Descriptionof the Notes--Option
to Defer Interest Payments."
At our option, we may redeem some or all of the Notes at any time and from
time to time at theapplicable redemption price described herein.
The Notes will be issued in denominations of $2,000 and integral multiples of
$1,000 in excess thereof.
The Notes will be our unsecured obligations and will rank junior and
subordinate in right of payment to the prior payment in full of our existing
andfuture Senior Indebtedness (as defined herein). The Notes will rank equally
in right of payment with our existing 6.950%
Fixed-to-Fixed
Reset Rate Junior SubordinatedNotes due 2054 and with any future unsecured
indebtedness that we may incur from time to time if the terms of such
indebtedness provide that it ranks equally with the Notes in right of payment.
Investing in the Notes involves risks. For a discussion of these risks, please
refer to "
Risk Factors
" beginning onpage
S-8
of this prospectus supplement and the "Risk Factors" section in our most
recent Annual Report on Form
10-K.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of the Notes or passed upon the
adequacy oraccuracy of this prospectus supplement or the accompanying
prospectus. Any representation to the contrary is a criminal offense.
Price to Underwriting Proceeds to Us Before
Public Discount Expenses
(1)
Per Note % % %
Total Notes $ $ $
(1) Plus accrued interest from September, 2024, if settlement occurs after that date.
The Notes will be a new issue of securities with no established trading
market. The Notes will not be listed on any securities exchangenor do we
intend to seek their quotation on any automated dealer quotation system.
We expect that delivery of the Notes will be made to investors throughthe
book-entry delivery system of The Depository Trust Company ("DTC") for the
accounts of its participants, including Clearstream Banking S.A. ("Clearstream")
and Euroclear Bank SA/NV ("Euroclear"), on or aboutSeptember, 2024.
Joint Book-Running Managers
BofA Securities Goldman Sachs & Co. LLC J.P. Morgan Morgan Stanley Wells Fargo Securities
The date of this prospectus supplement is September , 2024
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TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement S-ii
Forward-Looking Statements S-iii
Where You Can Find More Information S-v
Incorporation by Reference S-v
Summary S-1
The Offering S-3
Risk Factors S-8
Use of Proceeds S-14
Supplemental Description of the Notes S-15
Material U.S. Federal Income Tax Considerations S-28
Underwriting (Conflicts of Interest) S-35
Legal Matters S-42
Experts S-42
Prospectus
Page
About This Prospectus 1
Risk Factors 2
Forward-Looking Statements 3
Where You Can Find More Information 5
NiSource Inc. 7
Use of Proceeds 8
Description of Capital Stock 9
Description of Depositary Shares 20
Description of the Debt Securities 22
Description of Warrants 30
Description of Stock Purchase Contracts and Stock Purchase 31
Book-Entry Issuance 32
Plan of Distribution 34
Legal Opinions 36
Experts 36
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part, the prospectus supplement,
describes the specific terms of the offering and certain othermatters relating
to NiSource Inc. The second part, the accompanying prospectus, gives more
general information, some of which does not apply to this offering. To the
extent there is a conflict or inconsistency between the information contained
orincorporated by reference in this prospectus supplement (or any related free
writing prospectus issued by us), on the one hand, and the information
contained or incorporated by reference in the accompanying prospectus, the
information contained orincorporated by reference in this prospectus
supplement (or any related free writing prospectus issued by us) shall control.
Theregistration statement of which this prospectus supplement and the
accompanying prospectus form a part, including the exhibits to the
registration statement, provides additional information about us and our
securities offered under this prospectussupplement and the accompanying
prospectus. Specifically, we have filed with the Securities and Exchange
Commission ("SEC") and incorporated by reference, and may in the future file
and incorporate by reference, certain legal documentsthat control the terms of
our securities offered by this prospectus supplement and the accompanying
prospectus as exhibits to the registration statement.
This prospectus supplement, the accompanying prospectus and certain of the
documents incorporated by reference herein and therein contain, andany related
free writing prospectus issued by us may contain, summaries of information
contained in documents that we have filed or will file as exhibits to our SEC
filings. Such summaries do not purport to be complete and are subject to,
andqualified in their entirety by reference to, the actual documents filed
with the SEC.
You should read this entire prospectus supplementand the accompanying
prospectus, including the documents incorporated by reference in this
prospectus supplement under "Incorporation By Reference," and any related free
writing prospectus issued by us and filed with the SEC. We have not,and the
underwriters have not, authorized anyone to provide you with different or
additional information. We and the underwriters take no responsibility for,
and can provide no assurance as to the reliability of, any other information
that othersmay give to you. This prospectus supplement and the accompanying
prospectus may only be used where it is legal to sell the securities offered
hereby. The information in this prospectus supplement, the accompanying
prospectus and the documentsincorporated by reference herein and therein is
accurate only as of the date of the respective documents in which the
information appears. Our business, financial condition, results of operations
and prospects may have changed since those dates, andneither the delivery of
this prospectus supplement and the accompanying prospectus nor any sale
hereunder shall, under any circumstances, create any implication to the
contrary.
When we refer to "NiSource," "we," "our," "ours" and "us" in this prospectus
supplementunder the heading "Forward Looking Statements" we mean NiSource Inc.
and its subsidiaries, through which substantially all of NiSource Inc.'s
operations are conducted. When such terms are used elsewhere in this
prospectus supplement,we refer only to NiSource Inc., as the issuer of
securities in this offering, and not to any of its direct or indirect
subsidiaries or affiliates except as expressly provided or the context
otherwise requires.
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FORWARD-LOOKING STATEMENTS
This prospectus supplement, the accompanying prospectus, and the information
incorporated by reference herein and therein, include 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 are based
on management's beliefs and assumptions and can often be identified by terms
and phrases that include, "anticipate," "believe," "intend," "estimate,""expect,
" "continue," "should," "could," "may," "plan," "project," "predict," "will,"
"potential," "forecast," "target,""guidance," "outlook," or other similar
terminology. Various factors may cause actual results to be materially
different than the suggested outcomes within forward-looking statements;
accordingly, there is no assurance that suchresults will be realized. These
factors 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 work successfully with our third-party investors;
. our ability to adapt to, and manage costs related to, advances in technology,
including alternative energysources and changes in laws and regulations;
. our increased dependency on technology;
. impacts related to our aging infrastructure;
. our ability to obtain sufficient insurance coverage and whether such coverage will protect us against significantlosses;
. the success of our electric generation strategy;
. construction risks 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 anadequate, reliable and cost- effective fuel supply to meet customer demand;
. our ability to attract, retain or
re-skill
a qualified, diverse workforceand maintain good labor relations;
. our ability to manage new initiatives and organizational changes;
. the actions of activist stockholders;
. the performance and quality of third-party suppliers and service providers;
. potential cybersecurity attacks or security breaches;
. increased requirements and costs related to cybersecurity;
. any damage to our reputation;
. 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 reductiongoals, including our Net Zero Goal (as defined in our Annual Report on Form
10-K
for the year ended
December 31, 2023);
. our debt obligations;
. any changes to our credit rating or the credit rating of certain of our subsidiaries;
. adverse economic and capital market conditions, including increases in
inflation or interest rates, recession, orchanges in investor sentiment;
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. economic regulation and the impact of regulatory rate reviews;
. our ability to obtain expected financial or regulatory outcomes;
. 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;
. compliance with changes in, or new interpretations of applicable laws, regulations and tariffs;
. the cost of compliance with environmental laws and regulations and the costs of associated liabilities;
. changes in tax laws or the interpretation thereof; 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 Operation," of our most recent Annual Report on Form
10-K,
and our subsequent
Quarterly Reports on Form
10-Q,
some of which risks are
beyond our control.
For more information about thesignificant risks that could affect the outcome
of these forward-looking statements and our future financial condition,
results of operations, liquidity and cash flows, you should read the sections
titled "Risk Factors" in the documentsincorporated by reference in this
prospectus supplement and the accompanying prospectus, together with "Risk
Factors" in this prospectus supplement. In light of these risks, uncertainties
and assumptions, the events described in theforward-looking statements
included or incorporated by reference in this prospectus supplement and the
accompanying prospectus might not occur or might occur to a different extent
or at a different time than described. We qualify all of ourforward-looking
statements by these cautionary statements. Forward-looking statements speak
only as of the date they are made, and we expressly disclaim an obligation to
publicly update or revise any forward-looking statements, whether as a
resultof new information, future events or otherwise.
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WHERE YOU CAN FIND MORE INFORMATION
We are subject to the informational requirements of the Exchange Act, and, in
accordance therewith, file annual, quarterly and currentreports, proxy
statements and other information with the SEC. Our filings with the SEC, as
well as additional information about us, are available to the public through
our website at http://www.nisource.com and are made available as soon
asreasonably practicable after such material is filed with or furnished to the
SEC. The information on our website is not a part of this prospectus
supplement or the accompanying prospectus. Our filings are also available to
the public through theSEC's website at http://www.sec.gov.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" information into this
prospectus supplement and the accompanying prospectus. Thismeans that we can
disclose important business, financial and other information to you by
referring you to another document that NiSource has filed separately with the
SEC. The information incorporated by reference is considered to be part of
thisprospectus supplement and the accompanying prospectus. Information that
NiSource files with the SEC after the date of this prospectus supplement will
automatically modify and supersede the information included or incorporated by
reference in thisprospectus supplement and the accompanying prospectus to the
extent that the subsequently filed information modifies or supersedes the
existing information. We incorporate by reference:
. our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2023;
. our Quarterly Reports on Form
10-Q
for the quarters ended
March 31, 2024
and
June 30, 2024
;
. our Current Reports on Form
8-K
filed on
January 2, 2024
(Items 1.01 and 9.01 only),
January 26, 2024
,
February 9, 2024
,
February 20, 2024
,
February 22, 2024
,
March 14, 2024
,
March 15, 2024
,
March 18, 2024
,
March 19, 2024
,
May 13, 2024
,
May 16, 2024
and
June 24, 2024
; and
. any subsequent filings we make with the SEC under Section 13(a), 13(c), 14,
or 15(d) of the Exchange Act anduntil the offering of securities under this
prospectus supplement is completed or terminated, other than, in each case, those
documents or the portions of those documents which are furnished and not filed.
You may request a copy of any of these filings at no cost by writing to or
calling us at the following address and telephone number: CorporateSecretary,
NiSource Inc., 801 East 86th Avenue, Merrillville, Indiana 46410, telephone:
(877)
647-5990.
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SUMMARY
This summary highlights certain information about our business and this
offering. This is a summary of information contained elsewhere inthis
prospectus supplement, the accompanying prospectus or incorporated by
reference herein or therein and does not contain all of the information that
you should consider before purchasing the Notes. We urge you to read carefully
the entireprospectus supplement, the accompanying prospectus and the documents
incorporated by reference in this prospectus supplement and the accompanying
prospectus, including the historical financial statements and notes to those
financial statementsincluded or incorporated by reference in this prospectus
supplement and the accompanying prospectus. You should read carefully the
"Risk Factors" section beginning on page S-
8
of thisprospectus supplement and the "Risk Factors" section in our most recent
Annual Report on Form
10-K,
as may be modified by our subsequent periodic reports, for more information
about important risksthat you should consider before investing in the Notes
.
NISOURCE INC.
Overview
. NiSource is an energy holding company whose primary subsidiaries are fully
regulated natural gas and electricutility companies, serving approximately 3.8
million customers in six states. We generate substantially all of our
operating income through these rate-regulated businesses, which are summarized
for financial reporting purposes into two primaryreportable segments:
. Columbia Operations; and
. NIPSCO Operations.
Beginning with the period ended March 31, 2024 our operations are now
evaluated through two primary reportable segments, ColumbiaOperations and
NIPSCO Operations rather than Gas Distribution Operations and Electric
Operations. The reportable segments disclosed in the Annual Report on Form
10-K
for the year ended December 31, 2023,represent the prior reportable segments
of Gas Distribution Operations and Electric Operations.
Business Strategy
. Our businessstrategy focuses on providing safe and reliable service through
our core, rate-regulated, asset-based utilities, with the goal of adding value
to all of our stakeholders. Our utilities continue to advance our core safety,
infrastructure andenvironmental investment programs supported by complementary
regulatory and customer initiatives across the six states in which we operate.
Our goal is to develop strategies that benefit all stakeholders as we (i)
focus on long-terminfrastructure investment and safety programs to better
serve our customers, (ii) align our tariff structures with our cost structure,
and (iii) address changing customer energy demand. These strategies focus on
improving safety andreliability, enhancing customer experience, pursuing
regulatory and legislative initiatives to increase accessibility for customers
currently not on our gas and electric service, ensuring customer affordability
and reducing emissions whilegenerating sustainable returns.
Columbia Operations
. Columbia Operations aggregates the results of the fully regulated and
whollyowned subsidiaries of NiSource Gas Distribution Group, Inc. (a holding
company that owns Columbia Gas of Kentucky, Inc., Columbia Gas of Maryland,
Inc., Columbia Gas of Ohio, Inc., Columbia Gas of Pennsylvania, Inc., and
Columbia Gas of Virginia,Inc.). Each Columbia distribution company is an
operating segment which we aggregate to form the Columbia Operations
reportable segment. Through our wholly-owned subsidiary NiSource Gas
Distribution Group, Inc., we provide natural gas toapproximately 2.4 million
residential, commercial and industrial customers in Ohio, Pennsylvania,
Virginia, Kentucky, and Maryland. There were no significant disruptions to our
system or facilities during 2023.
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NIPSCO Operations
. NIPSCO Operations aggregates the results of the subsidiaries ofNIPSCO
Holdings I, and its majority-owned subsidiaries, including Northern Indiana
Public Service Company LLC ("NIPSCO"), which has both fully regulated gas and
electric operations in Northwest Indiana. We distribute natural gas
toapproximately 0.9 million customers in northern Indiana through our
subsidiary NIPSCO. We also generate, transmit and distribute electricity
through our subsidiary NIPSCO to approximately 0.5 million customers in 20
counties in thenorthern part of Indiana and also engage in wholesale electric
and transmission transactions. We own and operate sources of generation as
well as source power through power purchase agreements ("PPAs"). We continue
to transition ourgeneration portfolio to primarily renewable sources. We
currently have five owned projects in service: Rosewater Wind Generation LLC
("Rosewater"), Indiana Crossroads Wind Generation LLC ("Indiana Crossroads
Wind"), IndianaCrossroads Solar Generation LLC ("Indiana Crossroads Solar"),
Dunns Bridge I Solar Generation LLC ("Dunn's Bridge I") and Cavalry Solar
Generation Center ("Cavalry Solar"). Rosewater went into service in
December2020 and Indiana Crossroads Wind went into service in December 2021.
Indiana Crossroads Solar and Dunns Bridge I went into service in June 2023.
Cavalry Solar went into service in May 2024. As of December 31, 2023, we had
multiple PPAs thatcollectively provide 700 megawatts of capacity, with
contracts expiring between 2024 and 2040. NIPSCO's transmission system, with
voltages from 69,000 to 765,000 volts, consists of 2,920 circuit miles. NIPSCO
is interconnected with eightneighboring electric utilities. We operate 66
transmission and 250 distribution substations, and own approximately 311,000
poles. Additionally, we own and operate reactive resources to supplement
generation when necessary. Our facilities had nomaterial unplanned
interruptions during 2023.
NIPSCO participates in the Midcontinent Independent System Operator
("MISO")transmission service and wholesale energy market. NIPSCO has
transferred functional control of its electric transmission assets to MISO,
and transmission service for NIPSCO occurs under the MISO Open Access
Transmission Tariff. NIPSCO generatingunits are dispatched by MISO which takes
into account economics, reliability of the MISO system and unit availability.
During the year ended December 31, 2023, NIPSCO generating units, inclusive of
its build-transfer agreement projects, weredispatched to meet 49.5% of its
overall system load, and the remainder of the overall system load was procured
through PPAs and the MISO market.
NIPSCO Minority Interest Transaction
OnDecember 31, 2023, we issued a 19.9% indirect equity interest in NIPSCO to
an affiliate of Blackstone Infrastructure Partners (such affiliate, "BIP")
through the consummation of a transaction between NiSource, NIPSCO Holdings II
(soleowner of NIPSCO) and BIP pursuant to a purchase and sale agreement
entered into on June 17, 2023, that offered equity interests in NIPSCO
Holdings II in exchange for capital contributions by the parties ("NIPSCO
Minority InterestTransaction"). At closing, BIP acquired its 19.9% equity
interest in NIPSCO Holdings II in exchange for a cash capital contribution of
$2.16 billion.
On January 31, 2024, BIP transferred a 4.5% equity interest in NIPSCO Holdings
II to BIP Blue Buyer VCOC L.L.C., a Delaware limitedliability company ("VCOC")
and an affiliate of Blackstone Infrastructure Partners. Under NIPSCO Holdings
II's Second Amended and Restated Limited Liability Company Operating
Agreement, BIP and VCOC must vote their equity holdings inNIPSCO Holdings II
as a single investor. Following consummation of the transactions described
above, through their respective percentage ownership interests in NIPSCO
Holdings II, NiSource owns an 80.1% controlling interest in NIPSCO, and BIP
andVCOC own 15.4% and 4.5%
non-controlling
interests, respectively.
Our executive offices arelocated at 801 East 86th Avenue, Merrillville,
Indiana 46410, telephone: (877)
647-5990.
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THE OFFERING
The summary below describes the principal terms of this offering
.
Issuer NiSource Inc., a Delaware corporation
Securities Offered $aggregate principal amount of%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2055 (the"Notes").
Maturity Date The Notes will mature on March, 2055 (the "final maturity date").
Interest Rate The Notes will bear interest (i) from and including September , 2024 (the "original issue date")
to, but excluding, March, 2035 (the "First Reset Date") at the rate of % perannum and (ii)
from and including the First Reset Date, during each Reset Period at a rate per annum equal to
the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus
a spreadof%, to be reset on each Reset Date. For the definitions of the terms "Reset Period,"
"Five-year U.S. Treasury Rate," "Reset Interest Determination Date" and "Reset Date" and
forother important information concerning the calculation of interest on the Notes, see "Supplemental
Description of the Notes--Maturity, Interest and Payment" in this prospectus supplement.
Interest Payment Dates Subject to our right to defer interest payments as described
under "Optional Interest Deferral" below, interest
on the Notes will be payable semi-annually in arrears on
MarchandSeptemberof each year, beginning on March, 2025.
Optional Interest Deferral So long as no event of default with respect to the Notes has occurred and is continuing,
we may, at our option, defer interest payments on the Notes,from time to time, for
one or more deferral periods of up to 20 consecutive semi-annual Interest Payment Periods
each (each such deferral period, commencing on the interest payment date on which
the first such deferred interest payment otherwisewould have been made, an "Optional
Deferral Period"), except that no such Optional Deferral Period may extend beyond the
final maturity date of the Notes or end on a day other than the day immediately preceding
an interest payment date. Inother words, we may declare at our discretion up to a
ten-year
interest payment moratorium on the Notes and may choose to do that on one or more
occasions. No interest will be due or payable on the Notesduring any such Optional
Deferral Period unless we elect, at our option, to redeem Notes during such Optional
Deferral Period, in which case accrued and unpaid interest to, but excluding,
the redemption date will be due and payable on suchredemption date only on the
Notes being redeemed, or unless the principal of and interest on the Notes shall
have been declared due and payable as the result of an event of default with
respect to the Notes, in which case all accrued and unpaidinterest on the Notes
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shall become due and payable. We may elect, at our option, to extend the length of any Optional
Deferral Period that is shorter than 20 consecutive semi-annual Interest Payment Periods (so longas the
entire Optional Deferral Period does not exceed 20 consecutive semi-annual Interest Payment Periods
or extend beyond the final maturity date of the Notes) and to shorten the length of any Optional
Deferral Period. We cannot begin a newOptional Deferral Period until we have paid all accrued and
unpaid interest on the Notes from any previous Optional Deferral Period. During any Optional Deferral
Period, interest on the Notes will continue to accrue at the then-applicable interestrate on the Notes
(as reset from time to time on any Reset Date occurring during such Optional Deferral Period in
accordance with the terms of the Notes). In addition, during any Optional Deferral Period, interest
on the deferred interest willaccrue at the then-applicable interest rate on the Notes (as reset from
time to time on any Reset Date occurring during such Optional Deferral Period in accordance with the
terms of the Notes), compounded semi-annually, to the extent permitted byapplicable law. For the
definition of the term "event of default," see "Supplemental Description of the Notes--Events of
Default" in this prospectus supplement, and for the definition of the term "Interest PaymentPeriod" and
other important information concerning our right to defer interest payments on the Notes, see
"Supplemental Description of the Notes--Option to Defer Interest Payments" in this prospectus supplement.
If we defer payments of interest on the Notes, the Notes will be treated at that time, solely for purposes of the original
issue discount rules, as having been retired and reissued with original issue discount for U.S.federal income tax purposes.
This means that if you are subject to U.S. federal income taxation on a net income basis, you would be required to include
in your gross income for U.S. federal income tax purposes the deferred interest payments on yourNotes before you receive any
cash, regardless of your regular method of accounting for U.S. federal income tax purposes. For more information concerning
the tax consequences you may have if payments of interest are deferred, see "RiskFactors-- Holders of the Notes subject to
U.S. federal income taxation may have to pay taxes on interest before they receive payments from us" and "Material U.S.
Federal Income Tax Considerations--Consequences to U.S.Holders--Exercise of Deferral Option" in this prospectus supplement.
Certain Restrictions during an Optional Deferral Period During an Optional Deferral Period, we may not
do any of the following (subject to exceptions):
. declare or pay any dividends or distributions on any Capital Stock (as defined in
"Supplemental Descriptionof the Notes--Option to Defer Interest Payments") of NiSource;
. redeem, purchase, acquire or make a liquidation payment with respect to any Capital Stock of NiSource;
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. pay any principal, interest or premium on, or repay, repurchase or redeem, any indebtedness
of NiSource thatranks equally with or junior to the Notes in right of payment; or
. make any payments with respect to any guarantees by NiSource of any indebtedness
if such guarantees rank equallywith or junior to the Notes in right of payment.
For further important information, including information concerning the exceptions referred to above, see
"Supplemental Description of the Notes--Option to Defer Interest Payments" in this prospectussupplement.
Optional Redemption At our option, we may redeem some or all of the Notes, as applicable, before their maturity, as follows:
. in whole or in part (i) on any day in the period commencing on the date falling
90 days prior to the FirstReset Date and ending on and including the First
Reset Date and (ii) after the First Reset Date, on any interest payment date, at
a redemption price in cash equal to 100% of the principal amount of the Notes
being redeemed, plus, subject to theterms described in the first paragraph under
"Supplemental Description of the Notes--Redemption--Redemption Procedures;
Cancellation of Redemption" in this prospectus supplement, accrued and unpaid
interest on the Notes to beredeemed to, but excluding, the redemption date;
. in whole but not in part, at any time following the occurrence and during
the continuance of a Tax Event (asdefined in "Supplemental Description of
the Notes-- Redemption--Redemption Following a Tax Event" in this prospectus
supplement) at a redemption price in cash equal to 100% of the principal
amount of the Notes, plus, subject to theterms described in the first paragraph
under "Supplemental Description of the Notes--Redemption--Redemption
Procedures; Cancellation of Redemption" in this prospectus supplement, accrued
and unpaid interest on the Notes to, butexcluding, the redemption date; and
. in whole but not in part, at any time following the occurrence and during the
continuance of a Rating AgencyEvent (as defined in "Supplemental Description
of the Notes--Redemption--Redemption Following a Rating Agency Event" in this
prospectus supplement) at a redemption price in cash equal to 102% of the
principal amount of the Notes,plus, subject to the terms described in the first
paragraph under "Supplemental Description of the Notes--Redemption--Redemption
Procedures; Cancellation of Redemption" in this prospectus supplement, accrued
and unpaid interest onthe Notes to, but excluding, the redemption date.
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Ranking The Notes will be our unsecured obligations and will rank junior and subordinate in right of payment to the prior
payment in full of our existing and future Senior Indebtedness, to the extent and in the manner set forth under the
caption"Supplemental Description of the Notes--Subordination" in this prospectus supplement. For the definition of the
term "Senior Indebtedness," see "Supplemental Description of the Notes--Subordination" in thisprospectus supplement.
The Notes will rank equally in right
of payment with our existing 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054 andwith any future unsecured indebtedness that
we may incur from time to time if the terms of such indebtedness provide that it ranks equally
with the Notes in right of payment. The Notes will be effectively subordinated to any future
securedindebtedness of NiSource to the extent of the value of the related collateral securing
such indebtedness. The Notes are NiSource's obligations exclusively, and not the obligations of
any of NiSource's subsidiaries. Because NiSource is aholding company that derives substantially
all of its income from its operating subsidiaries, the Notes will be structurally subordinated
to the indebtedness and other liabilities and any preferred stock of its subsidiaries.
For additional information, see "Risk Factors-- The Notes are obligations of NiSource and not
of NiSource's subsidiaries and will be subordinated to all other indebtedness of NiSource
(other than anyunsecured indebtedness NiSource has incurred or may incur in the future
that ranks junior to or pari passu with the Notes) and structurally subordinated to the
claims of NiSource's subsidiaries' creditors" and "SupplementalDescription of the
Notes--Ranking" in this prospectus supplement and "Risk Factors--Financial, Economic and Market
Risks--We are a holding company and are dependent on cash generated by our subsidiaries
to meet our debtobligations and pay dividends on our stock" in our Annual Report on Form
10-K
for the year ended December 31, 2023 incorporated by reference
in this prospectus supplement and the accompanyingprospectus.
As of June 30, 2024, NiSource Inc. had outstanding approximately $13.3
billion aggregate principal amount of Senior Indebtedness, and NiSource's
operating subsidiaries had outstanding, in addition toother liabilities,
approximately $296.5 million aggregate amount of indebtedness.
The indenture governing the Notes does not limit the amount of debt that NiSource or any of its subsidiaries may incur.
Use of Proceeds The net proceeds to us from the sale of the Notes, after deducting the underwriting discount but
before deducting our other fees and expenses related to the offering, will be approximately $.
We intend to use the netproceeds from the sale of the Notes for general corporate purposes,
including to finance capital expenditures, for working capital and to repay existing indebtedness.
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Affiliates of certain of the underwriters are lenders
under our revolving credit facility. To the extent
that we use the net proceeds from this offering to
repay amounts we have borrowed or may borrow or
re-borrow
in the future under our revolving credit facility, these lenders will
receive their pro rata portions of such proceeds. The term of our revolving
credit facility expires on February 18, 2027. Inaddition, certain of the
underwriters are dealers under our commercial paper program. To the
extent we use the net proceeds from this offering to repay notes issued
under our commercial paper program and such sales agents hold such notes,
suchunderwriters will receive proceeds from this offering. See the "Use
of Proceeds" section of this prospectus supplement for more information.
Conflicts of Interest Because some of the net proceeds of this offering may be used to
repay amounts outstanding under our revolving credit facility
or to repay notes issued under our commercial paper program that
are held by certain underwriters, such underwriterswould be
deemed to have a conflict of interest under Financial Industry
Regulatory Authority, Inc. ("FINRA") Rule 5121 to the extent such
sales agents or affiliates receive at least 5% of the net proceeds
of the offering. Any underwriterdeemed to have a conflict of
interest would be required to conduct the distribution of the
Notes in accordance with FINRA Rule 5121. If the offering is
conducted in accordance with FINRA Rule 5121, such underwriter would
not be permitted to confirma sale to an account over which it
exercises discretionary authority without first receiving specific
written approval from the account holder. See the "Use of Proceeds"
and "Underwriting (Conflicts of Interest)--Conflicts ofInterest"
sections of this prospectus supplement for more information.
Additional Notes We may, without the consent of the holders of the Notes, create and issue
additional Notes ranking equally with the Notes in all respects, including having
the same terms (except for the price to public, the issue date, the initial
interestaccrual date and the first interest payment date, as applicable),
so that such additional Notes would be consolidated and form a single series
with the Notes, and would have the same terms as to status, redemption or
otherwise as the Notes. See the"Supplemental Description of the Notes--Additional
Notes" section of this prospectus supplement for more information.
Risk Factors See the "Risk Factors" section of this prospectus supplement for more information.
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RISK FACTORS
Investing in the Notes involves risks. You should read carefully the
information contained elsewhere or incorporated by reference in thisprospectus
supplement and the accompanying prospectus and should carefully consider the
following risk factors, as well as the "Risk Factors" and "Forward-Looking
Statements" sections in the accompanying prospectus and the"Risk Factors" and
"Note regarding forward-looking statements" sections in our most recent Annual
Report on Form
10-K
and our Quarterly Reports on Form
10-Q
for the quarter ended March
31, 2024 and June
30, 2024, which are incorporated by reference herein, and in any subsequent
periodic reports that are incorporated byreference into this prospectus
supplement and the accompanying prospectus. Each of the risks described could
materially adversely affect our operations and financial results and the value
of the Notes and your investment therein
.
The Notes are obligations of NiSource and not of NiSource's subsidiaries and
will be subordinated to all other indebtedness of NiSource (other thanany
unsecured indebtedness NiSource has incurred or may incur in the future that
ranks junior to or pari passu with the Notes) and structurally subordinated to
the claims of NiSource's subsidiaries' creditors.
Pursuant to the terms of the indenture, the Notes will be subordinated in
right of payment to all of NiSource's existing and future SeniorIndebtedness.
This means that, in the event of (a) NiSource's dissolution,
winding-up,
liquidation or reorganization, (b) NiSource's failure to pay any interest,
principal or other monetaryamounts due on any of its Senior Indebtedness when
due (and continuance of that default beyond any applicable grace period) or
(c) acceleration of the maturity of any of NiSource's Senior Indebtedness as a
result of a default, NiSourcewill not be permitted to make any payments on the
Notes until, in the case of clause (a), all amounts due or to become due on
all of its Senior Indebtedness have been paid in full, or, in the case of
clauses (b) and (c), all amounts due on itsSenior Indebtedness have been paid
in full. For additional information about the subordination of the Notes to
our Senior Indebtedness, see "Supplemental Description of the Notes--Subordinati
on" in this prospectus supplement. AtJune 30, 2024, NiSource had approximately
$13.3 billion aggregate principal amount of Senior Indebtedness outstanding.
The Notes will be effectively subordinated to any future secured indebtedness
of NiSource to the extent of the value ofthe related collateral securing such
indebtedness.
The Notes are obligations of NiSource Inc., and not of any of NiSource'ssubsidia
ries. NiSource is a holding company and, accordingly, we conduct substantially
all of our operations through our operating subsidiaries. As a result, our
cash flow and our ability to service our debt, including the Notes, depend
upon theearnings of our operating subsidiaries and on the distribution of
earnings, loans or other payments by such subsidiaries to NiSource.
Ouroperating subsidiaries are separate and distinct legal entities and have no
obligation to pay any amounts due on the Notes or to provide us with funds for
our payment obligations, whether by dividends, distributions, loans or other
payments. Inaddition, any payment of dividends, distributions, loans or
advances by our subsidiaries to us could be subject to statutory or
contractual restrictions. Payments to us by our operating subsidiaries will
also be contingent upon suchsubsidiaries' earnings and business considerations.
As of June 30, 2024, our operating subsidiaries had, in addition to other
liabilities, approximately $296.5 million aggregate amount of indebtedness.
Our right to receive any assets of any of our subsidiaries upon their
liquidation or reorganization, and therefore the rights of the holdersof the
Notes to participate in those assets, will be structurally subordinated to the
claims of that subsidiary's creditors. In addition, even if we were a creditor
of any of our subsidiaries, our rights as a creditor would be subordinate
toany security interest in the assets of our subsidiaries and any indebtedness
of our subsidiaries senior to that held by us. There is no limitation on the
ability of our subsidiaries to incur additional indebtedness to which the
Notes will bestructurally subordinated. Additionally, if any of our
subsidiaries were to issue preferred stock in the future, the Notes would
similarly be structurally subordinated to the rights of the preferred
stockholders.
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Due to the subordination of the Notes to the Senior Indebtedness of NiSource
and theeffective subordination of the Notes to any secured indebtedness of
NiSource, if NiSource's assets are distributed upon its dissolution,
winding-up,
liquidation or reorganization, holders of its SeniorIndebtedness and any
secured indebtedness would likely recover more, ratably, than the holders of
the Notes, and it is possible that no payments would be made to the holders of
the Notes.
See "Risk Factors--Financial, Economic and Market Risks-- We are a holding
company and are dependent on cash generated by oursubsidiaries to meet our
debt obligations and pay dividends on our stock" in our Annual Report on Form
10-K
for the year ended December 31, 2023 incorporated by reference in this
prospectussupplement and the accompanying prospectus.
The Notes will rank equally in right of payment with NiSource's existing 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054 and with any future unsecured
indebtedness that NiSource may incur from time to time if the terms of
suchindebtedness provide that it ranks equally with the Notes in right of
payment. As of June 30, 2024, NiSource had outstanding $500 million aggregate
principal amount of its 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054.
The indenture does not limit theamount of Senior Indebtedness or secured
indebtedness that may be incurred by NiSource or the amount of other
indebtedness or liabilities that may be incurred by NiSource or any of its
subsidiaries. The incurrence by NiSource or its subsidiaries ofadditional
indebtedness, including the incurrence of additional Senior Indebtedness or
secured indebtedness by NiSource, may have adverse consequences for you as a
holder of the Notes, including making it more difficult for NiSource to
satisfy itsobligations with respect to the Notes, a loss of all or part of the
trading value of the Notes and a risk that one or more of the credit ratings
of the Notes could be lowered or withdrawn.
We can defer interest payments on the Notes for one or more Optional Deferral
Periods of up to 20 consecutive semi-annual Interest Payment Periods each.This
may affect the market price of the Notes.
So long as no event of default (as defined below under "Supplemental
Descriptionof the Notes--Events of Default") with respect to the Notes has
occurred and is continuing, we may, at our option, defer interest payments on
the Notes, from time to time, for one or more Optional Deferral Periods of up
to 20 consecutivesemi-annual Interest Payment Periods each, except that no
such Optional Deferral Period may extend beyond the final maturity date of the
Notes or end on a day other than the day immediately preceding an interest
payment date. In other words, we maydeclare at our discretion up to a
ten-year
interest payment moratorium on the Notes and may choose to do that on one or
more occasions. Moreover, following the end of any Optional Deferral Period,
if allamounts then due on the Notes are paid, we could immediately start a new
Optional Deferral Period of up to 20 consecutive semi- annual Interest Payment
Periods. No interest will be paid or payable on the Notes during any Optional
Deferral Periodunless we elect, at our option, to redeem Notes during such
Optional Deferral Period, in which case accrued and unpaid interest to, but
excluding, the redemption date will be due and payable on such redemption date
only on the Notes being redeemed,or unless the principal of and interest on
the Notes shall have been declared due and payable as a result of an event of
default with respect to the Notes, in which case all accrued and unpaid
interest on the Notes shall become due and payable.Instead, interest on the
Notes would be deferred but would continue to accrue at the then-applicable
interest rate on the Notes (as reset from time to time on any Reset Date
occurring during such Optional Deferral Period in accordance with the termsof
the Notes). In addition, during any Optional Deferral Period, interest on the
deferred interest would accrue at the then-applicable interest rate on the
Notes (as reset from time to time on any Reset Date occurring during such
Optional DeferralPeriod in accordance with the terms of the Notes), compounded
semi-annually, to the extent permitted by applicable law. If we exercise this
interest deferral right, the Notes may trade at a price that does not reflect
the value of accrued and unpaidinterest on the Notes or that is otherwise
substantially less than the price at which the Notes would have traded if we
had not exercised such deferral right. If we exercise this interest deferral
right and you sell your Notes during an OptionalDeferral Period, you may not
receive the same return on your investment as a holder that continues to hold
its Notes until we pay the deferred interest following the
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end of such Optional Deferral Period. In addition, as a result of our right to
defer interest payments, the market price of the Notes may be more volatile
than other securities that do not havethese rights.
Holders of the Notes subject to U.S. federal income taxation may have to pay
taxes on interest before they receive payments from us.
If we defer interest payments on the Notes, a holder of the Notes subject to
U.S. federal income tax on a net income basis will berequired to accrue
interest income for U.S. federal income tax purposes in respect of such
holder's proportionate share of the accrued but unpaid interest on the Notes,
even if such holder normally reports income when received. As a result,
aholder will be required to include the accrued interest in such holder's
gross income for U.S. federal income tax purposes even though such holder will
not have received any cash. A holder's adjusted tax basis in a Note generally
will beincreased by such amounts that it was required to include in gross
income. In addition, unpaid interest accrued on the Notes during an Optional
Deferral Period will be payable on the interest payment date immediately
following the last day of suchOptional Deferral Period. If a holder sells its
Notes on or before the record date for such interest payment date, then all of
the interest accrued on such Notes during the Optional Deferral Period will be
paid to the person who is the registeredowner of those Notes at the close of
business on such record date, and the holder who sold those Notes will not
receive from us any of the interest that accrued on those Notes during the
Optional Deferral Period and that such holder reported asincome for tax
purposes. Holders should consult with their tax advisors regarding the tax
consequences of an investment in the Notes. For more information regarding the
U.S. tax consequences of purchasing, owning and disposing of the Notes,
see"Material U.S. Federal Income Tax Considerations."
Holders of the Notes will have limited rights of acceleration.
Holders of the Notes and the trustee under the indenture may accelerate
payment of the principal and interest on the Notes only upon theoccurrence and
continuation of certain events of default. Payment of principal and interest
on the Notes may be accelerated upon the occurrence of an event of default
under the indenture related to failure to pay interest within 60 days after it
isdue, failure to pay principal or premium, if any, on the Notes within three
business days of when due, and certain events of bankruptcy, insolvency,
receivership or reorganization relating to NiSource (but not its subsidiaries).
Holders of the Notesand the trustee will not have the right to accelerate
payment of the principal or interest on the Notes upon the breach of any other
covenant in the indenture. See "Supplemental Description of the Notes--Option
to Defer InterestPayments," "Supplemental Description of the Notes--Events of
Default" and "Supplemental Description of the Notes--Limitation on Remedies."
The terms of the indenture and the Notes do not provide protection against
certain significant events that could adversely impact a holder'sinvestment in
the Notes.
The terms of the indenture and the Notes do not restrict our ability to engage
in, or to otherwise be a partyto, a variety of corporate transactions,
circumstances and events that could have an adverse impact on an investment in
the Notes. In particular, the indenture governing the Notes does not:
. permit the holders of the Notes to require us to repurchase the Notes
in the event we undergo a change of controlor similar transaction;
. require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flow orliquidity;
. limit our ability to incur unsecured indebtedness; or
. restrict our subsidiaries' ability to issue securities or otherwise
incur indebtedness or other obligationsthat would be senior to our
equity interests in our subsidiaries and therefore rank structurally
senior to the Notes with respect to the assets of our subsidiaries.
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There is no guarantee that an active trading market for the Notes will exist
or that you will be able tosell your Notes.
The Notes will constitute a new issue of securities without an established
trading market and a market may notdevelop for the Notes. As a result, you may
not be able to sell your Notes. Accordingly, you may be required to bear the
financial risk of an investment in the Notes for an indefinite period of time.
In addition, the condition of the financialmarkets and prevailing interest
rates have fluctuated in the past and are likely to fluctuate in the future,
which could have an adverse effect on the market price of the Notes. We have
been advised by the underwriters that they may make a market inthe Notes, but
they have no obligation to do so and may discontinue market making at any time
without providing notice. There can be no assurance that a market for the
Notes will develop or, if it does develop, that it will continue. If an
activepublic market does not develop or does not continue, the market price
and liquidity of the Notes may be adversely affected.
Furthermore,we do not intend to apply for listing of the Notes on any
securities exchange or seek their quotation on any automated dealer quotation
system.
Iftrading markets do develop, changes in our ratings or the financial markets
could adversely affect the market price of the Notes.
Themarket price of the Notes will depend on many factors, including, among
others, the following:
. ratings on our debt securities assigned by rating agencies;
. the time remaining until maturity of the Notes;
. the prevailing interest rates being paid by other companies similar to us;
. our results of operations, cash flows, and financial position and prospects; and
. the condition of the financial markets.
The condition of the financial markets and prevailing interest rates have
fluctuated in the past and are likely to fluctuate in the future,which could
have an adverse effect on the market price of the Notes. In general, as market
interest rates rise, debt securities bearing interest at fixed rates decline
in value. Consequently, if market interest rates increase, the market value
ofyour Notes may decline. We cannot predict the future level of market
interest rates.
Rating agencies continually review the ratings theyhave assigned to companies
and debt securities. Negative changes in the ratings assigned to us or our
debt securities could have an adverse effect on the market price of the Notes.
Rating agencies may change their practices for rating the Notes, which change
may affect the market price of the Notes. In addition, we may redeem theNotes
if a rating agency makes certain changes in the equity credit methodology for
securities such as the Notes.
The rating agenciesthat currently or may in the future publish a rating for
NiSource, including Moody's Investors Service, Inc., S&P Global Ratings and
Fitch Ratings, Inc., each of which is expected to initially publish a rating
of the Notes, may, from timeto time in the future, change the way they analyze
securities with features similar to the Notes. This may include, for example,
changes to the relationship between ratings assigned to an issuer's senior
securities and ratings assigned tosubordinated securities with features
similar to the Notes. If any rating agencies change their practices for rating
these types of securities in the future, and the ratings of the Notes are
subsequently lowered, the trading price of the Notes couldbe negatively
affected. In addition, we may redeem the Notes, at our option, in whole but
not in part, if a rating agency makes certain changes in the equity credit
methodology for securities such as the Notes. See "Supplemental Description
ofthe Notes--Redemption--Redemption Following a Rating Agency Event."
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Our credit ratings may not reflect all risks of your investments in the Notes.
Our credit ratings are an assessment by rating agencies of our ability to pay
our debts when due. Consequently, real or anticipated changes inour credit
ratings will generally affect the market value of the Notes.
These credit ratings may not reflect the potential impact ofrisks relating to
the structure or marketing of the Notes. Agency ratings are not a
recommendation to buy, sell or hold any security, and may be revised or
withdrawn at any time by the issuing organization. Each agency's rating should
beevaluated independently of any other agency's rating.
We may choose to redeem the Notes prior to maturity.
We may at our option redeem the Notes in whole or in part at the times and the
applicable redemption price described in this prospectussupplement. See
"Supplemental Description of the Notes--Redemption." We may choose to redeem
your Notes at a time when prevailing interest rates are lower than the
interest rate paid on your Notes. If prevailing interest rates arelower at the
time of redemption, you may not be able to reinvest the redemption proceeds in
a comparable security at an effective interest rate as high as the interest
rate of the Notes being redeemed.
Investors should not expect us to redeem the Notes on the first or any other
date on which they are redeemable.
We may redeem some or all of the Notes, at our option, in whole or in part,
(i) on any day in the period commencing on the date falling 90days prior to
the First Reset Date and ending on and including the First Reset Date and (ii)
after the First Reset Date, on any interest payment date, at a redemption
price in cash equal to 100% of the principal amount of the Notes beingredeemed,
plus, subject to the terms described in the first paragraph under
"Supplemental Description of the Notes--Redemption--Redemption Procedures;
Cancellation of Redemption" in this prospectus supplement, accrued and
unpaidinterest on the Notes to be redeemed to, but excluding, the redemption
date. In addition, the Notes may be redeemed by us at our option, in whole but
not in part, following the occurrence and during the continuance of either a
Tax Event or a RatingAgency Event (as those terms are defined under
"Supplemental Description of the Notes--Redemption" in this prospectus
supplement). Any decision we may make at any time to redeem the Notes before
their final maturity date will dependupon, among other things, the strength of
our balance sheet, our results of operations, our access to the capital
markets, interest rates, our growth strategy, and general market conditions at
such time. Accordingly, while we may decide to do so,investors should not
expect us to redeem the Notes on the first or any other date on which they are
redeemable.
The interest rate on the Notes willreset on the First Reset Date and each
subsequent Reset Date and any interest payable after the First Reset Date may
be based on a rate that is less than the initial or any other previous fixed
interest rate.
The interest rate on the Notes from their original issue date to the First
Reset Date will be% per annum. Beginningon the First Reset Date, the interest
rate on the Notes for each Reset Period will equal the Five-year U.S. Treasury
Rate as of the most recent Reset Interest Determination Date plus a spread
of%, to be reset on eachReset Date. Therefore, the interest rate during any
Interest Payment Period beginning on the First Reset Date or any subsequent
Reset Date could be less than the fixed interest rate for the initial period
from and including the original issue dateof the Notes to, but excluding, the
First Reset Date or any previous Reset Period. We have no control over the
factors that may affect U.S. Treasury rates, including geopolitical, economic,
financial, political, regulatory, judicial or otherconditions or events.
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The historical Five-year U.S. Treasury Rates are not an indication of future
Five-year U.S. TreasuryRates.
As noted above, the interest rate on the Notes for each Reset Period will be
set by reference to the Five-year U.S. TreasuryRate as of the most recent
Reset Interest Determination Date. In the past, U.S. Treasury rates have
experienced significant fluctuations. You should note that historical levels,
fluctuations and trends of U.S. Treasury rates are not necessarilyindicative
of future levels. Any historical upward or downward trend in U.S. Treasury
rates is not an indication that U.S. Treasury rates are more or less likely to
increase or decrease at any time in the future and you should not take
historicalU.S. Treasury rates as an indication of future U.S. Treasury Rates.
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USE OF PROCEEDS
The net proceeds to us from the sale of the Notes, after deducting the
underwriting discount but before deducting our other fees and expensesrelated
to the offering, will be approximately $ .
We intend to use the net proceeds from the sale of theNotes for general
corporate purposes, including to finance capital expenditures, for working
capital and to repay existing indebtedness.
Affiliates of certain of the underwriters are lenders under our revolving
credit facility. To the extent that we use the net proceeds fromthis offering
to repay amounts we have borrowed or may borrow or
re-borrow
in the future under our revolving credit facility, these lenders will receive
their pro rata portions of such proceeds. The term ofour revolving credit
facility expires on February 18, 2027. In addition, certain of the
underwriters are dealers under our commercial paper program. To the extent we
use the net proceeds from this offering to repay notes issued under
ourcommercial paper program and such sales agents hold such notes, such
underwriters will receive proceeds from this offering. See the "Underwriting
(Conflicts of Interest)--Conflicts of Interest" section of this prospectus
supplement formore information.
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SUPPLEMENTAL DESCRIPTION OF THE NOTES
The following description summarizes certain terms applicable to the Notes and
is not intended to be a complete recitation of all termsapplicable to the
Notes. Please read the following information concerning the Notes in
conjunction with the statements under "Description of the Debt Securities" in
the accompanying prospectus, which the following information supplementsand,
if there are any inconsistencies, supersedes. The Notes will be issued under
the indenture, dated as of May
16, 2024 (the "base indenture"), between NiSource and The Bank of New York
Mellon, as trustee (the"Trustee"), as supplemented by a second supplemental
indenture, to be dated as of September
, 2024, between the Company and the Trustee, as it may be further supplemented
fromtime to time (the base indenture, as so supplemented, the "indenture").
The form of base indenture is described in the accompanying prospectus and is
filed as an exhibit to the registration statement under which the Notes are
being offeredand sold
.
Maturity, Interest and Payment
The Notes will mature on March, 2055, subject to earlier redemption at our
option as described under "--Redemption."
The Notes will bear interest (i) from and including September, 2024 (the
"original issue date") to, but excluding,March, 2035 (the "First Reset Date")
at the rate of% per annum and (ii) from and including the First Reset Date,
during each Reset Period (as defined below) at a rate per annum equal to the
Five-yearU.S. Treasury Rate (as defined below) as of the most recent Reset
Interest Determination Date (as defined below) plus a spread of%, to be reset
on each Reset Date (as defined below). Interest on the Notes will accrue
fromthe original issue date and will be payable semi-annually in arrears on
Marchand September(each, an "interest payment date") of each year, beginning
on March, 2025, to theholders of record at the close of business on the record
date for the applicable interest payment date, which will be (i) the business
day immediately preceding such interest payment date so long as all of the
Notes remain in book-entry onlyform or (ii) the 15th calendar day preceding
such interest payment (whether or not a business day) if any of the Notes do
not remain in book-entry only form (each, a "record date"), subject to our
right to defer interest payments asdescribed below under "--Option to Defer
Interest Payments." Interest on the Notes will be computed on the basis of a
360-day
year of twelve
30-day
months.
The applicable interest rate for each Reset Period will be determined by the
calculation agent (as defined below), as of the applicableReset Interest
Determination Date, in accordance with the following provisions:
"Five-year U.S. Treasury Rate" means, as of anyReset Interest Determination
Date, (i) an interest rate (expressed as a decimal) determined to be the per
annum rate equal to the arithmetic mean of the yields to maturity for U.S.
Treasury securities adjusted to constant maturity with amaturity of five years
from the next Reset Date and trading in the public securities markets, for the
five consecutive business days immediately prior to the respective Reset
Interest Determination Date as published (or, if fewer than fiveconsecutive
business days are so published on the applicable Reset Interest Determination
Date, for such number of business days published) in the most recent H.15, or
(ii) if there is no such published U.S. Treasury security with a maturity
offive years from the next Reset Date and trading in the public securities
markets, then the rate will be determined by interpolation between the
arithmetic mean of the yields to maturity for each of the two series of U.S.
Treasury securities adjustedto constant maturity trading in the public
securities markets, (A) one maturing as close as possible to, but earlier
than, the Reset Date following the next succeeding Reset Interest
Determination Date, and (B) the other maturing as closeas possible to, but
later than, the Reset Date following the next succeeding Reset Interest
Determination Date, in each case for the five consecutive business days
immediately prior to the respective Reset Interest Determination Date as
published inthe most recent H.15. If the Five-year U.S. Treasury Rate cannot
be determined pursuant to the methods described in clause (i) or (ii) above,
then the Five-year U.S. Treasury Rate will be the same interest rate
determined for the prior ResetInterest Determination Date or, if the Five-year
U.S. Treasury Rate cannot be so determined as of the Reset Interest
Determination Date preceding the
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First Reset Date, then the interest rate applicable for the Reset Period
beginning on and including theFirst Reset Date will be deemed to be% per
annum, which is the same interest rate as in effect from and including the
original issue date to, but excluding, the First Reset Date.
"H.15" means the statistical release designated as such, or any successor
publication, published by the Board of Governors of theU.S. Federal Reserve
System (or any successor thereto).
The "most recent H.15" means the H.15 published closest in time butprior to
the close of business on the second business day prior to the applicable Reset
Date.
"Reset Date" means the FirstReset Date and Marchof every fifth year after 2035.
"Reset Interest Determination Date" means, inrespect of any Reset Period, the
day falling two business days prior to the first day of such Reset Period.
"Reset Period"means the period from and including the First Reset Date to, but
excluding, the next following Reset Date and thereafter each period from and
including a Reset Date to, but excluding, the next following Reset Date.
As used under this caption "Supplemental Description of the Notes," the term
"business day" means, unless otherwiseexpressly stated, any day other than (i)
a Saturday or Sunday or (ii) a day on which banks and trust companies in The
City of New York are authorized or obligated by law, regulation or executive
order to remain closed.
The term "calculation agent" means, at any time, the entity appointed by us
and serving as such agent with respect to the Notes atsuch time.
Unless we have validly called all of the outstanding Notes for redemption on a
redemption date occurring prior to the FirstReset Date, we will appoint a
calculation agent for the Notes prior to the Reset Interest Determination Date
immediately preceding the First Reset Date; provided that, if we have called
all of the outstanding Notes for redemption on a redemptiondate occurring
prior to the First Reset Date but we do not redeem all of the outstanding
Notes on such redemption date, we will appoint a calculation agent for the
Notes as promptly as practicable after such proposed redemption date. We
mayterminate any such appointment and may appoint a successor calculation
agent at any time and from time to time (so long as there shall always be a
calculation agent in respect of the Notes when so required). We may appoint
NiSource or an affiliateof NiSource as calculation agent.
As provided above, the applicable interest rate for each Reset Period will be
determined by thecalculation agent as of the applicable Reset Interest
Determination Date. Promptly upon such determination, the calculation agent
will notify us of the interest rate for the Reset Period and we will promptly
notify, or cause the calculation agent topromptly notify, the trustee and each
paying agent of such interest rate. The calculation agent's determination of
any interest rate, and its calculation of the amount of interest for any
Interest Payment Period (as defined below under"--Option to Defer Interest
Payments") beginning on or after the First Reset Date, will be on file at our
principal offices, will be made available to any holder or beneficial owner of
the Notes upon request and will be final andbinding in the absence of manifest
error.
If an interest payment date, redemption date, or maturity date falls on a day
that is not abusiness day, payment will be made on the next succeeding
business day with the same force and effect as if made on such payment date.
No Listing
The Notes are a new issue of securities with no established trading market. We
do not intend to apply for the listing or trading ofthe Notes on any
securities exchange or trading facility or for inclusion of the Notes in any
automated quotation system.
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Ranking
The Notes will be our unsecured obligations and will rank junior and
subordinate in right of payment to the prior payment in full of ourexisting
and future Senior Indebtedness (as defined below under "--Subordination"), to
the extent and in the manner set forth under the caption "--Subordination"
below. The Notes will rank equally in right of payment withour existing 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054 and with any future unsecured
indebtedness that we may incur from time to time if theterms of such
indebtedness provide that it ranks equally with the Notes in right of payment.
At June 30, 2024, NiSource had approximately $13.3 billion aggregate principal
amount of Senior Indebtedness outstanding and $500 millionaggregate principal
amount of its 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054 outstanding. In addition, the
Notes will be effectivelysubordinated to any future secured indebtedness of
NiSource to the extent of the value of the related collateral securing such
indebtedness.
The Notes are obligations of NiSource Inc., and not of any of NiSource's
subsidiaries. NiSource is a holding company and, accordingly, weconduct
substantially all of our operations through our operating subsidiaries. As a
result, our cash flow and our ability to service our debt, including the
Notes, depend upon the earnings of our operating subsidiaries and on the
distribution ofearnings, loans or other payments by such subsidiaries to
NiSource.
Our operating subsidiaries are separate and distinct legal entitiesand have no
obligation to pay any amounts due on the Notes or to provide us with funds for
our payment obligations, whether by dividends, distributions, loans or other
payments. In addition, any payment of dividends, distributions, loans or
advancesby our subsidiaries to us could be subject to statutory or contractual
restrictions. Payments to us by our operating subsidiaries will also be
contingent upon such subsidiaries' earnings and business considerations. As of
June 30, 2024,our operating subsidiaries had, in addition to other
liabilities, approximately $296.5 million aggregate amount of indebtedness.
Ourright to receive any assets of any of our subsidiaries upon their
liquidation or reorganization, and therefore the rights of the holders of the
Notes to participate in those assets, will be structurally subordinated to the
claims of thatsubsidiary's creditors. In addition, even if we were a creditor
of any of our subsidiaries, our rights as a creditor would be subordinate to
any security interest in the assets of our subsidiaries and any indebtedness
of our subsidiaries seniorto that held by us. There is no limitation on the
ability of our subsidiaries to incur additional indebtedness to which the
Notes will be structurally subordinated. Additionally, if any of our
subsidiaries were to issue preferred stock in thefuture, the Notes would
similarly be structurally subordinated to the rights of the preferred
stockholders.
The indenture does not limitthe amount of Senior Indebtedness or secured
indebtedness that may be incurred by NiSource or the amount of other
indebtedness or liabilities that may be incurred by NiSource or any of its
subsidiaries. The incurrence by NiSource or its subsidiariesof additional
indebtedness, including the incurrence of additional Senior Indebtedness or
secured indebtedness by NiSource, may have adverse consequences for you as a
holder of the Notes, including making it more difficult for NiSource to
satisfyits obligations with respect to the Notes, a loss of all or part of the
trading value of your Notes and a risk that one or more of the credit ratings
of the Notes could be lowered or withdrawn.
Agreement by Holders to Tax Treatment
Each holder (and beneficial owner) of the Notes will, by accepting any Notes
(or a beneficial interest therein), be deemed to have agreed thatsuch holder
(or beneficial owner) intends that the notes constitute indebtedness of
NiSource, and will treat the Notes as indebtedness of NiSource, for U.S.
federal, state and local tax purposes.
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Subordination
The Notes will be subordinated in right of payment to the prior payment in
full of all our Senior Indebtedness. This means that upon:
(a) any payment by, or distribution of the assets of, NiSource upon its
dissolution,
winding-up,
liquidation or reorganization, whether voluntary or involuntary or in
bankruptcy, insolvency, receivership or other proceedings;
(b) afailure to pay any interest, principal or other monetary amounts due on
any of NiSource's Senior Indebtedness when due and continuance of that default
beyond any applicable grace period; or
(c) acceleration of the maturity of any Senior Indebtedness of NiSource as a
result of a default;
the holders of all of NiSource's Senior Indebtedness will be entitled to
receive:
. in the case of clause (a) above, payment of all amounts due or to become due on all Senior Indebtedness; or
. in the case of clauses (b) and (c) above, payment of all amounts due on all Senior Indebtedness,
before the holders of the Notes are entitled to receive any payment. So long
as any of the events in clauses (a), (b), or(c) above has occurred and is
continuing, any amounts payable or assets distributable on the Notes will
instead be paid or distributed, as the case may be, directly to the holders of
Senior Indebtedness to the extent necessary to pay, in thecase of clause (a)
above, all amounts due or to become due upon all such Senior Indebtedness, or,
in the case of clauses (b) and (c) above, all amounts due on all such Senior
Indebtedness, and, if any such payment or distribution isreceived by the
trustee under the indenture or the holders of any of the Notes before all
Senior Indebtedness due and to become due, as applicable, is paid, such
payment or distribution must be paid over to the holders of the unpaid
SeniorIndebtedness. Subject to paying the Senior Indebtedness due and to
become due in the case of clause (a) or the Senior Indebtedness due in the
case of clauses (b) and (c), the holders of the Notes will be subrogated to
the rights of theholders of the Senior Indebtedness to receive payments
applicable to the Senior Indebtedness until the Notes are paid in full.
"SeniorIndebtedness" means, with respect to the Notes, (i) indebtedness of
NiSource, whether outstanding at the date of the indenture or incurred,
created or assumed after such date, (a) in respect of money borrowed by
NiSource (includingany financial derivative, hedging or futures contract or
similar instrument, to the extent any such item is primarily a financing
transaction) and (b) evidenced by debentures, bonds, notes, credit or loan
agreements or other similar instrumentsor agreements issued or entered into by
NiSource; (ii) all finance lease obligations of NiSource; (iii) all
obligations of NiSource issued or assumed as the deferred purchase price of
property, all conditional sale obligations of NiSourceand all obligations of
NiSource under any title retention agreement (but excluding, for the avoidance
of doubt, trade accounts payable arising in the ordinary course of business
and long-term purchase obligations); (iv) all obligations of NiSourcefor the
reimbursement of any letter of credit, banker's acceptance, security purchase
facility or similar credit transaction; and (v) all obligations of the type
referred to in clauses (i) through (iv) above of other persons for thepayment
of which NiSource is responsible or liable as obligor, guarantor or otherwise,
except for any obligations, instruments or agreements of the type referred to
in any of clauses (i) through (v) above that, by the terms of the
instrumentsor agreements creating or evidencing the same or pursuant to which
the same is outstanding, are subordinated or equal in right of payment to the
Notes.
For the avoidance of doubt, Senior Indebtedness shall not include the Other
Junior Subordinated Notes. "Other Junior SubordinatedNotes" means NiSource's
existing 6.950%
Fixed-to-Fixed
Reset Rate Junior Subordinated Notes due 2054, which constitute a separate
series of NiSource'ssubordinated indebtedness under the base indenture and
were originally issued on May 16, 2024, together with any additional unsecured
indebtedness of the same series which may in the future be issued under the
base indenture upon any
re-opening
of such series.
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Due to the subordination of the Notes, if assets of NiSource are distributed
upon itsdissolution,
winding-up,
liquidation or reorganization, holders of its Senior Indebtedness and other
indebtedness and obligations that are not equal or junior to the Notes in
right of payment will likelyrecover more, ratably, than holders of the Notes,
and it is possible that no payments will be made to the holders of the Notes.
The Notesand the indenture do not limit our ability to incur Senior
Indebtedness or our or any of our subsidiaries' ability to incur other secured
and unsecured indebtedness or liabilities or to issue preferred equity.
Option to Defer Interest Payments
Solong as no event of default (as defined below under "--Events of Default")
with respect to the Notes has occurred and is continuing, we may, at our
option, defer interest payments on the Notes, from time to time, for one or
moredeferral periods of up to 20 consecutive Interest Payment Periods (as
defined below) each (each such deferral period, commencing on the interest
payment date on which the first such deferred interest payment otherwise would
have been made, an"Optional Deferral Period"), except that no such Optional
Deferral Period may extend beyond the final maturity date of the Notes or end
on a day other than the day immediately preceding an interest payment date.
During any OptionalDeferral Period, interest on the Notes will continue to
accrue at the then-applicable interest rate on the Notes (as reset from time
to time on any Reset Date occurring during such Optional Deferral Period in
accordance with the terms of the Notes).In addition, during any Optional
Deferral Period, interest on the deferred interest ("compound interest") will
accrue at the then-applicable interest rate on the Notes (as reset from time
to time on any Reset Date occurring during suchOptional Deferral Period in
accordance with the terms of the Notes), compounded semi-annually, to the
extent permitted by applicable law. No interest will be due or payable on the
Notes during an Optional Deferral Period, except upon a redemption ofany Notes
on any redemption date during such Optional Deferral Period (in which case all
accrued and unpaid interest (including, to the extent permitted by applicable
law, any compound interest) on the Notes to be redeemed to, but excluding,
suchredemption date will be due and payable on such redemption date), or
unless the principal of and interest on the Notes shall have been declared due
and payable as the result of an event of default with respect to the Notes (in
which case all accruedand unpaid interest, including, to the extent permitted
by applicable law, any compound interest, on the Notes shall become due and
payable). All references in the Notes and, insofar as relates to the Notes,
the indenture, to "interest" onthe Notes shall be deemed to include any such
deferred interest and, to the extent permitted by applicable law, any compound
interest, unless otherwise expressly stated or the context otherwise requires.
Before the end of any Optional Deferral Period that is shorter than 20
consecutive Interest Payment Periods, we may elect, at our option, toextend
such Optional Deferral Period, so long as the entire Optional Deferral Period
does not exceed 20 consecutive Interest Payment Periods or extend beyond the
final maturity date of the Notes. We may also elect, at our option, to shorten
thelength of any Optional Deferral Period. No Optional Deferral Period
(including as extended or shortened) may end on a day other than the day
immediately preceding an interest payment date. At the end of any Optional
Deferral Period, if all amountsthen due on the Notes, including all accrued
and unpaid interest thereon (including, without limitation and to the extent
permitted by applicable law, any compound interest), are paid, we may elect to
begin a new Optional Deferral Period; provided,however, that, without
limitation of the foregoing, we may not begin a new Optional Deferral Period
unless we have paid all accrued and unpaid interest on the Notes (including,
without limitation and to the extent permitted by applicable law, anycompound
interest) from any previous Optional Deferral Periods.
During any Optional Deferral Period, we will not do any of the following(subject
to the exceptions set forth in the next succeeding paragraph):
. declare or pay any dividends or distributions on any Capital Stock (as defined below) of NiSource;
. redeem, purchase, acquire or make a liquidation payment with respect to any Capital Stock of NiSource;
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. pay any principal, interest or premium on, or repay, repurchase or redeem, any indebtedness
of NiSource thatranks equally with or junior to the Notes in right of payment; or
. make any payments with respect to any guarantees by NiSource of any indebtedness
if such guarantees rank equallywith or junior to the Notes in right of payment.
However, during an Optional Deferral Period, we may (a) declareand pay
dividends or distributions payable solely in shares of our common stock
(together, for the avoidance of doubt, with cash in lieu of any fractional
share) or options, warrants or rights to subscribe for or purchase shares of
our common stock,(b) declare and pay any dividend in connection with the
implementation of a plan (a "Rights Plan") providing for the issuance by us to
all holders of our common stock of rights entitling them to subscribe for or
purchase common stockor any class or series of our preferred stock, which
rights (1) are deemed to be transferred with such common stock, (2) are not
exercisable until the occurrence of a specified event or events and (3) are
also issued in respect offuture issuances of our common stock, (c) issue any
of shares of our Capital Stock under any Rights Plan or redeem or repurchase
any rights distributed pursuant to a Rights Plan, (d) reclassify our Capital
Stock or exchange or convert oneclass or series of our Capital Stock for
another class or series of our Capital Stock, (e) purchase fractional
interests in shares of our Capital Stock pursuant to the conversion or
exchange provisions of such Capital Stock or the securitybeing converted or
exchanged, (f) purchase, acquire or withhold shares of our common stock
related to the issuance of our common stock or rights under any dividend
reinvestment plan or related to any of our benefit plans for our directors,offic
ers, employees, consultants or advisors, including any employment contract,
and (g) for the avoidance of doubt, convert convertible Capital Stock of
NiSource into other Capital Stock of NiSource in accordance with the terms of
suchconvertible Capital Stock (together, for the avoidance of doubt, with cash
in lieu of any fractional share).
We will give the holders ofthe Notes and the trustee notice of our election
of, or any shortening or extension of, an Optional Deferral Period at least 10
business days prior to the earlier of (1) the next succeeding interest payment
date or (2) the date upon whichwe are required to give notice to any
applicable self-regulatory organization or to holders of the Notes of the next
succeeding interest payment date or the record date therefor. The record date
for the payment of deferred interest and, to theextent permitted by applicable
law, any compound interest payable on the interest payment date immediately
following the last day of an Optional Deferral Period will be the regular
record date with respect to such interest payment date.
"Capital Stock" means (i) in the case of a corporation or a company, corporate
stock or shares; (ii) in the case of anassociation or business entity, any and
all shares, interests, participations, rights or other equivalents (however
designated) of corporate stock; (iii) in the case of a partnership or limited
liability company, partnership or membershipinterests (whether general or
limited); and (iv) any other interest or participation that confers on a
person the right to receive a share of the profits and losses of, or
distributions of assets of, the issuing person.
"Interest Payment Period" means the semi-annual period from and including an
interest payment date to but excluding the nextsucceeding interest payment
date, except for the first Interest Payment Period which shall be the period
from and including the original issue date to but excluding March, 2025.
Redemption
Optional Redemption
We may redeem some or all of the Notes, at our option, in whole or in part (i)
on any day in the period commencing on the date falling 90days prior to the
First Reset Date and ending on and including the First Reset Date and (ii)
after the First Reset Date, on any interest payment date, at a redemption
price in cash equal to 100% of the principal amount of the Notes beingredeemed,
plus, subject to the terms described in the first paragraph under "--
Redemption Procedures; Cancellation of Redemption" below, accrued and unpaid
interest on the Notes to be redeemed to, but excluding, the redemption date.
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Redemption Following a Tax Event
We may at our option redeem the Notes, in whole but not in part, at any time
following the occurrence and during the continuance of a Tax Event(as defined
below) at a redemption price in cash equal to 100% of the principal amount of
the Notes, plus, subject to the terms described in the first paragraph under
"--Redemption Procedures; Cancellation of Redemption" below, accruedand unpaid
interest on the Notes to, but excluding, the redemption date.
A "Tax Event" means that we have received an opinion ofcounsel experienced in
such matters to the effect that, as a result of:
. any amendment to, clarification of, or change, including any announced prospective change, in the laws ortreaties of the
United States or any of its political subdivisions or taxing authorities, or any regulations under those laws or treaties;
. an administrative action, which means any judicial decision or any official
administrative pronouncement, ruling,regulatory procedure, notice or
announcement, including any notice or announcement of intent to issue or adopt
any administrative pronouncement, ruling, regulatory procedure or regulation;
. any amendment to, clarification of, or change in the official position
or the interpretation of anyadministrative action or judicial
decision or any interpretation or pronouncement that provides for a
position with respect to an administrative action or judicial decision
that differs from the previously generally accepted position, in
each caseby any legislative body, court, governmental authority or
regulatory body, regardless of the time or manner in which that
amendment, clarification or change is introduced or made known; or
. a threatened challenge asserted in writing in connection with a tax audit
of us or any of our subsidiaries, or apublicly-known threatened challenge
asserted in writing against any other taxpayer that has raised capital through
the issuance of securities that are substantially similar to the Notes,
which amendment, clarification or change is effective or the administrative
action is taken or judicial decision, interpretation or pronouncement is
issued orthreatened challenge is asserted or becomes publicly-known after the
date of this prospectus supplement, there is more than an insubstantial risk
that interest payable by us on the Notes is not deductible, or within 90 days
would not be deductible,in whole or in part, by us for U.S. federal income tax
purposes.
Redemption Following a Rating Agency Event
We may at our option redeem the Notes, in whole but not in part, at any time
following the occurrence and during the continuance of a RatingAgency Event
(as defined below) at a redemption price in cash equal to 102% of the
principal amount of the Notes, plus, subject to the terms described in the
first paragraph under "--Redemption Procedures; Cancellation of Redemption"below
, accrued and unpaid interest on the Notes to, but excluding, the redemption
date.
"Rating Agency Event" means, as of anydate, a change, clarification or
amendment in the methodology published by any nationally recognized
statistical rating organization within the meaning of Section 3(a)(62) of the
Exchange Act, as amended (or any successor provision thereto),that then
publishes a rating for NiSource (together with any successor thereto, a
"rating agency") in assigning equity credit to securities such as the Notes,
(a) as such methodology was in effect on the date of this prospectussupplement,
in the case of any rating agency that published a rating for NiSource as of
the date of this prospectus supplement, or (b) as such methodology was in
effect on the date such rating agency first published a rating for NiSource,
inthe case of any rating agency that first publishes a rating for NiSource
after the date of this prospectus supplement, (in the case of either clause
(a) or (b), the "current methodology"), that results in (i) any shortening
ofthe length of time for which a particular level of equity credit pertaining
to the Notes by such rating agency would have been in effect had the
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current methodology not been changed or (ii) a lower equity credit (including
up to a lesser amount) being assigned by such rating agency to the Notes as of
the date of such change,clarification or amendment than the equity credit that
would have been assigned to the Notes by such rating agency had the current
methodology not been changed.
Redemption Procedures; Cancellation of Redemption
Notwithstanding any statement under this caption "--Redemption" to the
contrary, installments of interest on the Notes that aredue and payable on any
interest payment date falling on or prior to a redemption date for the Notes
will be payable on that interest payment date to the registered holders
thereof as of the close of business on the relevant record date according
tothe terms of the Notes and the indenture, except that, if the redemption
date for any Notes falls on any day during an Optional Deferral Period (as
defined below under "--Option to Defer Interest Payments"), accrued and unpaid
interest(including, to the extent permitted by applicable law, any compound
interest (as defined below under "--Option to Defer Interest Payments")) on
such Notes will be paid on such redemption date to the persons entitled to
receive theredemption price of such Notes. For the avoidance of doubt, the
interest payment date falling immediately after the last day of an Optional
Deferral Period shall not be deemed to fall on a day during such Optional
Deferral Period.
Notice of any redemption will be mailed or electronically delivered (or
otherwise transmitted in accordance with the depositary'sprocedures) at least
10 days but not more than 60 days before the redemption date to each holder of
Notes to be redeemed. Once notice of redemption is mailed, the Notes called
for redemption will become due and payable on the redemption date at
theapplicable redemption price, plus, subject to the terms described in the
immediately preceding paragraph, accrued and unpaid interest to, but
excluding, the redemption date, and will be paid upon surrender thereof for
redemption, unless (a) thenotice of redemption provides that such redemption
shall be subject to the condition described in the next succeeding paragraph
and (b) such redemption shall have been canceled in accordance with the
provisions of the next succeeding paragraphbecause such condition shall not
have been satisfied. If only part of a note is redeemed, the trustee will
issue in the name of the registered holder of the note and deliver to such
holder a new note in a principal amount equal to the unredeemedportion of the
principal of the note surrendered for redemption. If we elect to redeem all or
a portion of the Notes, then, unless otherwise provided in such notice of
redemption as described in the next succeeding paragraph, the redemption will
notbe conditional upon receipt by the paying agent or the trustee of monies
sufficient to pay the redemption price.
If, at the time a noticeof redemption is given, (i) we have not effected
satisfaction and discharge of the Notes as described under "Description of the
Debt Securities--Satisfaction and Discharge" in the accompanying prospectus
and (ii) such noticeof redemption is not being given in connection with or in
order to effect satisfaction and discharge of the Notes, then, if the notice
of redemption so provides and at our option, the redemption may be subject to
the condition that the trustee shallhave received, on or before the applicable
redemption date, monies in an amount sufficient to pay the redemption price
and accrued and unpaid interest on the Notes called for redemption to, but
excluding, the redemption date. If monies in suchamount are not received by
the trustee on or before such redemption date, such notice of redemption shall
be automatically canceled and of no force or effect, such proposed redemption
shall be automatically canceled and we shall not be required toredeem the
Notes called for redemption on such redemption date. In the event that a
redemption is canceled, we will, not later than the business day immediately
following the proposed redemption date, deliver, or cause to be delivered,
notice ofsuch cancellation to the registered holders of the Notes called for
redemption (which notice will also indicate that any Notes or portions thereof
surrendered for redemption shall be returned to the applicable holders), and
we will direct thetrustee to, and the trustee will, promptly return any Notes
or portions thereof that have been surrendered for redemption to the
applicable holders.
Unless we default in payment of the redemption price or the proposed
redemption is canceled in accordance with the provisions set forth in
theimmediately preceding paragraph, on and after the redemption date interest
will cease to accrue on the Notes or portions thereof called for redemption.
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Our actions and determinations in determining the redemption price shall be
conclusive andbinding for all purposes, absent manifest error.
The trustee shall have no duty to determine, or verify the calculation of,
theredemption price.
If we redeem less than all of the Notes on any redemption date, the trustee
will select the Notes to be redeemed by lotor, in the case of Notes in
book-entry form represented by one or more global notes, by such other
customary method prescribed by the depositary, which may be made on a pro rata
pass-through distribution of principal basis.
Unless we default in payment of the redemption price, on and after the
redemption date interest will cease to accrue on the Notes or portionsthereof
called for redemption.
Events of Default
An "event of default" occurs with respect to the Notes if:
(a) we do not pay any interest on any Note when it becomes due and payable and such default
continues for 60 days(whether or not such payment is prohibited by the subordination provisions
applicable to the Notes), except as the result of a deferral of interest payments in
accordance with the provisions discussed above under "--Option to Defer InterestPayments";
(b) we do not pay any principal of or premium, if any, on any Note when it becomes due and payable (whether or notsuch payment
is prohibited by the subordination provisions applicable to the Notes) and the default continues for three business days;
(c) we remain in breach of any other covenant or warranty (excluding
covenants and warranties solely applicable toone or more other series of
subordinated debt securities issued under the indenture) in the
indenture or the Notes for 90 days after there has been given to us, by
registered or certified mail, a written notice of default specifying
such default orbreach and requiring remedy of the default or breach;
the notice must be sent by either the trustee or registered holders
of at least 33% of the principal amount of the outstanding Notes; or
(d) NiSource files for bankruptcy or other specified events of bankruptcy,
insolvency, receivership orreorganization occur with respect to NiSource.
However, as discussed below under "--Limitation ofRemedies," neither the
trustee nor the holders of the Notes will be entitled to declare the Notes to
be due and payable immediately upon the occurrence of an event of default
described in clause (c) above.
No event of default with respect to the Notes will necessarily constitute an
event of default with respect to the subordinated debt securitiesof any other
series that may be issued under the indenture, and no event of default with
respect to any such other series of subordinated debt securities that may be
issued under the indenture will necessarily constitute an event of default
withrespect to the Notes.
The description set forth under this caption "--Events of Default" supersedes
and replaces, insofaras it relates to the Notes, the description in the first
paragraph through "(See Section 501.)" set forth under the caption
"Description of the Debt Securities--Events of Default" in the accompanying
prospectus.
Limitation on Remedies
If an event ofdefault, other than an event of default described in clause (c)
under "--Events of Default" above, occurs and is continuing, then either the
trustee or the registered holders of at least 33% in principal amount of the
outstandingNotes may declare the principal amount of all of the Notes,
together with accrued and unpaid interest thereon (including, without
limitation, any deferred interest and, to the extent permitted by
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applicable law, any compound interest), to be due and payable immediately, and
upon such declaration the principal of and accrued and unpaid interest on the
Notes shall become immediately due andpayable (notwithstanding any deferral of
interest payments in accordance with the provisions discussed above under
"--Option to Defer Interest Payments").
However, if an event of default described in clause (c) under "--Events of
Default" above occurs and is continuing, neitherthe trustee nor the registered
holders of the Notes will be entitled to declare the principal of the Notes,
or accrued or unpaid interest thereon, to be due and payable immediately. See
"Risk Factors--Holders of the notes will have limitedrights of acceleration"
above. However, they may exercise the other rights and remedies available
under the indenture upon the occurrence of such an event of default.
The description set forth under this caption "--Limitation on Remedies"
supersedes and replaces, insofar as it relates to theNotes, the description
set forth in the second paragraph through "(See Section 502.)" under the
caption "Description of the Debt Securities--Events of Default" in the
accompanying prospectus.
No Limitation on Liens
The Notes willnot be subject to the lien limitation described under the
caption "Description of the Debt Securities--Limitation on Liens" in the
accompanying prospectus.
Additional Notes
We may, without theconsent of the holders of the Notes, create and issue
additional Notes ranking equally with the Notes in all respects, including
having the same terms (except for the price to public, the issue date, the
initial interest accrual date and the firstinterest payment date, as
applicable) as the Notes, so that such additional Notes would be consolidated
and form a single series with the Notes, and would have the same terms as to
status, redemption or otherwise as the Notes. Such additional Noteswill have
the same CUSIP number as the Notes offered hereby, provided that such
additional Notes must be part of the same issue as the Notes offered hereby
for U.S. federal income tax purposes or, if they are not part of the same
issue for suchpurposes, such additional Notes must be issued with a separate
CUSIP number. No additional Notes may be issued if an Event of Default under
the indenture has occurred and is continuing with respect to the Notes.
Forms and Denominations
The Notes willbe issued as one or more global securities in the name of a
nominee of DTC and will be available only in book-entry form. See "--
Book-Entry Only Issuance--The Depository Trust Company." The Notes will be
issued in denominations of$2,000 and integral multiples of $1,000 in excess
thereof.
Book-Entry Only Issuance--The Depository Trust Company
DTC will act as the initial securities depositary for the Notes. The Notes
will be issued only as fully registered securities registered in thename of
Cede & Co., DTC's nominee, or such other name as may be requested by an
authorized representative of DTC. The Notes initially will be represented by
one or more fully registered global securities, representing in the
aggregatethe total principal amount of the Notes, and will be deposited with
the trustee on behalf of DTC. Investors may hold interests in the Notes
through DTC if they are participants in DTC or indirectly through
organizations that are participants in DTC,including Euroclear or Clearstream.
DTC is a limited-purpose trust company organized under the New York Banking
Law, a "bankingorganization" within the meaning of the New York Banking Law, a
member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code and a "clearing agency"
registeredunder the provisions of Section 17A of the Exchange Act. DTC holds
and provides asset servicing for
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U.S. and
non-U.S.
equity issues, corporate and municipal debt issues and money market
instruments that DTC's participants ("DirectParticipants") deposit with DTC.
DTC also facilitates the post-trade settlement among Direct Participants of
sales and other securities transactions in deposited securities, through
electronic computerized book-entry transfers and pledgesbetween Direct
Participants' accounts. This eliminates the need for physical movement of
securities certificates. Direct Participants include both U.S. and
non-U.S.
securities brokers and dealers, banks,trust companies, clearing corporations
and certain other organizations. Access to the DTC system is also available to
others such as U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies andclearing
corporations that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The DTC rules applicable to its Direct Participants and Indirect Participantsare
on file with the SEC.
Purchases of Notes under the DTC system must be made by or through Direct
Participants, which will receive acredit for the Notes on DTC's records. The
ownership interest of each actual purchaser of Notes ("Beneficial Owner") is
in turn to be recorded on the Direct Participants' and Indirect Participants'
records. Beneficial Ownerswill not receive written confirmation from DTC of
their purchases. Beneficial Owners, however, are expected to receive written
confirmations providing details of the transactions, as well as periodic
statements of their holdings, from the DirectParticipants or Indirect
Participants through which the Beneficial Owners purchased Notes. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Direct Participants and Indirect Participants acting onbehalf of
Beneficial Owners. Beneficial Owners will not receive certificates
representing their ownership interests in Notes, except in the event that use
of the book-entry system for the Notes is discontinued.
To facilitate subsequent transfers, all Notes deposited by Direct Participants
with DTC are registered in the name of DTC's nominee,Cede & Co., or such other
name as may be requested by an authorized representative of DTC. The deposit
of Notes with DTC and their registration in the name of Cede & Co. or such
other DTC nominee do not effect any changes inbeneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Notes. DTC's records reflect
only the identity of the Direct Participants to whose accounts such Notes are
credited, which may or may not be the BeneficialOwners. The Direct
Participants and Indirect Participants will remain responsible for keeping
account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants,
by Direct Participants to Indirect Participants, and by DirectParticipants and
Indirect Participants to Beneficial Owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices will be sent to DTC. If less than all of the Notes are
being redeemed, DTC's practice is to determine by lot theamount of interest of
each Direct Participant in such Notes to be redeemed unless the governing
documents clearly indicate that a partial redemption processed through DTC
will be treated by DTC, in accordance with its rules and procedures, as a"pro
rata pass-through distribution of principal."
Although voting with respect to the Notes is limited, in those cases where
avote is required, neither DTC nor Cede & Co. (nor any other DTC nominee) will
consent or vote with respect to the Notes unless authorized by a Direct
Participant in accordance with DTC's procedures. Under its usual procedures,
DTCmails an omnibus proxy to NiSource as soon as possible after the record
date. The omnibus proxy assigns Cede & Co.'s consenting or voting rights to
those Direct Participants to whose accounts the Notes are credited on the
record date(identified in a listing attached to the omnibus proxy).
Payments on the Notes will be made to Cede & Co., or such other nomineeas may
be requested by an authorized representative of DTC. DTC's practice is to
credit Direct Participants' accounts upon DTC's receipt of funds and
corresponding detail information on the relevant payment date in accordance
withtheir respective holdings shown on DTC's records. Payments by Direct
Participants or Indirect Participants to Beneficial Owners will be governed by
standing instructions and customary practices, as is the case with securities
held for the
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account of customers registered in "street name," and will be the
responsibility of such Direct Participants or Indirect Participant and not of
DTC, NiSource or the trustee, subject toany statutory or regulatory
requirements. Payment to Cede & Co. (or such other nominee as may be requested
by an authorized representative of DTC) is the responsibility of NiSource and
the applicable paying agent, disbursement of suchpayments to Direct
Participants is the responsibility of DTC, and disbursement of such payments
to the Beneficial Owners is the responsibility of Direct Participants and
Indirect Participants.
Except as provided herein, a Beneficial Owner of Notes will not be entitled to
receive physical delivery of such Notes. Accordingly, eachBeneficial Owner
must rely on the procedures of DTC to exercise any rights under the Notes. The
laws of some jurisdictions require that certain purchasers of securities take
physical delivery of securities in definitive form. Such laws may impairthe
ability to transfer beneficial interests in the global Notes.
DTC may discontinue providing its services as securities depositarywith
respect to the Notes at any time by giving reasonable notice to NiSource or
the trustee. Under such circumstances, in the event that a successor
securities depositary is not obtained, the Notes certificates will be required
to be printed anddelivered to the holders of record.
NiSource may decide to discontinue use of the system of book-entry transfers
through DTC (or asuccessor securities depositary) with respect to the Notes.
NiSource understands, however, that under current industry practices, DTC
would notify its Direct Participants and Indirect Participants of NiSource's
decision, but will only withdrawbeneficial interests from the global Notes at
the request of each Direct Participant or Indirect Participant. In that event,
certificates for the Notes will be printed and delivered to the applicable
Direct Participant or Indirect Participant.
The information in this section concerning DTC and DTC's book-entry system has
been obtained from sources that NiSource believes to bereliable, but neither
NiSource nor any underwriter takes any responsibility for the accuracy
thereof. Neither NiSource nor any underwriter has any responsibility for the
performance by DTC or its Direct Participants or Indirect Participants of
theirrespective obligations as described herein or under the rules and
procedures governing their respective operations.
Global Clearance and SettlementProcedures
Secondary market trading between Clearstream participants and/or Euroclear
system participants will occur in the ordinaryway in accordance with the
applicable rules and operating procedures of Clearstream and the Euroclear
system, as applicable.
Cross-markettransfers between persons holding directly or indirectly through
DTC on the one hand, and directly or indirectly through Clearstream
participants or Euroclear system participants on the other, will be effected
through DTC in accordance with DTCrules on behalf of the relevant European
international clearing system by its U.S. depositary; however, such
cross-market transactions will require delivery of instructions to the
relevant European international clearing system by the counterpartyin such
system in accordance with its rules and procedures and within its established
deadlines (European time). The relevant European international clearing system
will, if the transaction meets its settlement requirements, deliver
instructions toits U.S. depositary to take action to effect final settlement
on its behalf by delivering or receiving securities in DTC, and making or
receiving payment in accordance with normal procedures for
same-day
fundssettlement applicable to DTC. Clearstream participants and Euroclear
system participants may not deliver instructions directly to their respective
U.S. depositaries.
Because of time-zone differences, credits of Notes received in Clearstream or
the Euroclear system as a result of a transaction with a DTCparticipant will
be made during subsequent securities settlement processing and dated the
business day following the DTC settlement date. Such credits or any
transactions in such Notes
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settled during such processing will be reported to the relevant Clearstream
participant or Euroclear system participant on such business day. Cash
received in Clearstream or the Euroclear systemas a result of sales of the
Notes by or through a Clearstream participant or a Euroclear system
participant to a DTC participant will be received with value on the DTC
settlement date but will be available in the relevant Clearstream or
theEuroclear system cash account only as of the business day following
settlement in DTC.
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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following is a summary of material U.S. federal income tax considerations
relating to the purchase, ownership and disposition of theNotes, but does not
purport to be a complete analysis of all the potential tax considerations
relating thereto. This summary is based upon the provisions of the Internal
Revenue Code of 1986, as amended (the "Code"), Treasury Regulationspromulgated
thereunder, administrative rulings and judicial decisions, all as in effect as
of the date hereof, and all of which are subject to change, possibly with
retroactive effect. We have not sought any ruling from the Internal Revenue
Service(the "IRS") with respect to the statements made and the conclusions
reached in the following summary, and there can be no assurance that the IRS
or a court will agree with such statements and conclusions.
This summary is limited to holders who purchase the Notes upon their initial
issuance at their initial "issue price" within themeaning of Section 1273 of
the Code (
i.e.
, the first price at which a substantial amount of Notes is sold to the public
for cash, not including sales to bond houses, brokers or similar persons or
organizations acting in the capacity ofunderwriters, placement agents or
wholesalers) and who hold the Notes as "capital assets" within the meaning of
Section 1221 of the Code (generally, property held for investment). This
summary does not address U.S. federal tax lawsother than income tax laws, such
as estate and gift tax laws, and it does not address tax considerations
arising under the laws of any foreign, state or local jurisdiction. In
addition, this discussion does not address all tax considerations thatmay be
applicable to a holder's particular circumstances, including the impact of the
Medicare contribution tax on net investment income or the alternative minimum
tax, or to holders that may be subject to special tax rules, including,
withoutlimitation:
. banks, insurance companies or other financial institutions;
. tax-exempt
organizations or governmental organizations;
. regulated investment companies or real estate investment trusts;
. brokers, dealers or traders in securities or commodities;
. traders in securities that elect to use a
mark-to-market
method of accounting for their securities holdings;
. foreign persons or entities (except to the extent specifically set forth below);
. S-corporations,
partnerships or other pass-through entities orarrangements (and investors therein);
. U.S. expatriates and certain former citizens or long-term residents of the United States;
. "U.S. holders" (as defined below under "--Consequences to U.S.
Holders") whose"functional currency" is not the United States dollar;
. certain accrual method taxpayers subject to special tax accounting rules as a
result of their use of financialstatements under Section 451(b) of the Code;
. persons who hold the Notes as a position in a hedging transaction, "straddle," "conversiontransaction;" or
. persons deemed to sell the Notes under the constructive sale provisions of the Code.
If an entity or arrangement treated as a partnership for U.S. federal income
tax purposes holds the Notes, the tax treatment of a partner inthe partnership
generally will depend upon the status of the partner, the activities of the
partnership, and certain determinations made at the partner level.
Accordingly, partnerships holding the Notes and the partners in such
partnerships shouldconsult their tax advisor regarding the tax consequences of
the purchase, ownership and disposition of the Notes.
THIS SUMMARY OFMATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL
INFORMATION ONLY AND IS NOT LEGAL OR TAX ADVICE. YOU ARE URGED TO
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CONSULT YOUR TAX ADVISOR WITH RESPECT TO THE APPLICATION OF U.S. FEDERAL
INCOME TAX LAWS TO YOUR PARTICULAR SITUATION AS WELL AS ANY TAX CONSEQUENCES
OF THE PURCHASE, OWNERSHIP AND DISPOSITION OFTHE NOTES ARISING UNDER OTHER
U.S. FEDERAL TAX RULES OR UNDER THE LAWS OF ANY STATE, LOCAL, FOREIGN OR OTHER
TAXING JURISDICTION OR UNDER ANY APPLICABLE TAX TREATY.
Classification of the Notes
Thedetermination of whether a security should be classified as indebtedness or
equity for U.S. federal income tax purposes requires a judgment based on all
relevant facts and circumstances. There is no statutory, judicial or
administrative authoritythat directly addresses the U.S. federal income tax
treatment of securities similar to the Notes. In the opinion of McGuireWoods
LLP, under current law and based on the facts contained in this prospectus
supplement, the terms of the indenture andthe Notes, and certain assumptions
stated in the opinion and representations relied upon in rendering the
opinion, the Notes will be classified for U.S. federal income tax purposes as
indebtedness of NiSource (although there is no controllingauthority directly
on point). This opinion is not binding on the IRS or any court and there can
be no assurance that the IRS or a court will agree with this opinion.
Moreover, no rulings have been or will be sought from the IRS with respect to
the transactions described in this prospectus supplement.Accordingly, we
cannot assure you that the IRS will not challenge the opinion described herein
or that a court would not sustain such a challenge. If the IRS were to
successfully challenge the classification of the Notes as indebtedness,
interestpayments on the Notes would be treated for U.S. federal income tax
purposes as dividends to the extent of NiSource's current or accumulated
earnings and profits. In the case of
non-U.S.
holders, interestpayments treated as dividends would be subject to withholding
of U.S. income tax, except to the extent such withholding is reduced by an
applicable income tax treaty or except if the payments are effectively
connected with the
non-U.S.
holder's conduct of a trade or business in the United States (or, if an
applicable U.S. income tax treaty applies, attributable to a permanent
establishment maintained within the United States by the
non-U.S.
holder), in which case such payments would be subject to U.S. federal income
tax on a net income basis in the same manner as if that
non-U.S.
holder were a U.S.holder (as described below). We agree, and by acquiring an
interest in a Note, each beneficial owner of a Note will agree, to treat the
Notes as indebtedness of NiSource for United States federal income tax
purposes. You should consult your taxadvisors regarding the tax consequences
that will arise if the Notes are not treated as indebtedness of NiSource for
U.S. federal income tax purposes. The remainder of this discussion assumes
that the Notes will be respected as indebtedness for U.S.federal income tax
purposes.
U.S. Holders
The following is a summary of certain material U.S. federal income tax
consequences that will apply to you if you are a U.S. holder (as definedbelow)
of the Notes. Certain consequences to
non-U.S.
holders (as defined below under "--Consequences to
Non-U.S.
Holders") of the Notes are describedunder "--Consequences to
Non-U.S.
Holders" below. The term "U.S. holder" means a beneficial owner of a Note
that, for U.S. federal income tax purposes, is or is treated as:
. an individual who is a citizen or resident of the United States;
. a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) created
ororganized in or under the laws of the United States or of any state thereof or the District of Columbia;
. an estate the income of which is subject to U.S. federal income taxation regardless of its source; or
. a trust that (i) is subject to the primary supervision of a United States court and the
control of one ormore "United States persons" (within the meaning of Section 7701(a)(30)
of the Code), or (ii) has a valid election in effect under applicable Treasury
Regulations to be treated as a United States person for U.S. federal incometax purposes.
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Payments of Interest
Except as described below, a U.S. holder will be taxed on any stated interest
on the Notes at the time that such interest is received oraccrued, in
accordance with such U.S. holder's method of accounting for U.S. federal
income tax purposes.
Original Issue Discount
Special rules apply with respect to debt instruments that are issued with
original issue discount ("OID"). Under applicable TreasuryRegulations relating
to OID, the possibility that stated interest on the Notes might be deferred
(see Supplemental Description "Supplemental Description of the Notes--Option
to Defer Interest Payments") could result in the Notes beingtreated as issued
with OID, unless the likelihood of such deferral is considered remote. We
believe and intend to take the position that the likelihood of exercising our
option to defer payment of stated interest is remote within the meaning of
theTreasury Regulations in part because the exercise of the option to defer
payments of stated interest on the Notes generally would prevent us from: (1)
declaring or paying any dividend or distribution on our capital stock; (2)
redeeming,purchasing, acquiring or making a liquidation payment with respect
to any of our capital stock; (3) paying any principal, interest or premium on,
or repaying, repurchasing or redeeming any of our debt securities that rank on
parity with, orjunior to, the Notes; or (4) making any payments with respect
to any guarantee of debt securities if such guarantee ranks on parity with or
junior to the Notes. Similarly, in certain circumstances (see "Supplemental
Description of theNotes--Redemption--Redemption Following a Rating Agency
Event"), we may be obligated to pay amounts in excess of stated interest on or
principal of the Notes. Such excess payments will not affect the amount of
interest income that aU.S. holder recognizes if there is only a remote
likelihood that such payments will be made. We believe and intend to take the
position that the likelihood that we will make any such payments is remote.
Our determination regarding the remoteness ofthese contingencies is binding on
a holder, unless the holder discloses in the proper manner to the IRS that it
is taking a different position.
In addition to the foregoing, we believe that the Notes should be treated for
U.S. federal income tax purposes as "variable rate debtinstruments" that
provide for a single fixed rate followed by a qualified floating rate (a
"QFR"). Applicable Treasury Regulations set forth rules to determine whether
the fixed rate and the QFR result in a debt instrument beingtreated as issued
with OID at time of issuance. It is our expectation that the initial interest
rate (the "fixed rate") and the interest rate on each Reset Date (the
"floating rate") for the Notes will be set in a manner thatwill not result in
OID. In light of the foregoing rules applicable to the Notes, we expect that
the Notes will not be issued with OID. Accordingly, except as set forth below,
each U.S. holder should include in gross income that holder'sallocable share
of interest on the Notes in accordance with that holder's method of tax
accounting.
However, if the IRS successfullychallenged our position regarding the
remoteness of the contingencies described above, or if the fixed rate and
floating rate were to be set in a manner inconsistent with our expectations,
the Notes would be treated as issued with OID at the time ofissuance.
Specifically:
. If the possibility of interest deferral were determined not to be remote, the Notes would
be treated as issuedwith OID and all stated interest on the Notes would be treated as OID.
. If payments of stated interest on the Notes are deferred, the Notes may
at that time be treated, solely forpurposes of determining the amount
of OID on the Notes, as having been retired and reissued with OID, and
the sum of the remaining interest payments on the Notes would be OID.
. Finally, if any portion of interest pursuant to the fixed rate or the floating rate is determined as of the issuedate to be in
excess of "qualified stated interest" on the Notes, such excess, if significant enough, would potentially give rise to OID.
In the event the Notes are treated as issued with OID, each U.S. holder would
be required to accrue and include OID in taxable income on aconstant yield
basis before the receipt of the cash attributable to the interest
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(regardless of that U.S. holder's method of tax accounting), and actual
distributions of stated interest would not be reported as taxable income.
Additionally, if the IRS were to determine that the possibility of excess
payments was not remote, the Notes could be treated as"contingent payment debt
instruments," in which case a U.S. holder would be required to accrue interest
income on the Notes in excess of stated interest and treat as ordinary income
rather than as capital gain any income realized on thetaxable disposition of
Notes. In the event excess payments are made, the U.S. holder will be required
to recognize such amounts as income. The remainder of this discussion assumes
that the Notes will not be treated as contingent payment debtinstruments.
Sale, Exchange, Redemption or Other Taxable Disposition of Notes
Upon the sale, exchange, redemption or other taxable disposition of a Note, a
U.S. holder generally will recognize gain or loss equal to thedifference
between the amount realized on the sale, exchange, redemption or retirement
and that U.S. holder's adjusted tax basis in the Note. For these purposes, the
amount realized does not include any amount attributable to accrued but
unpaidinterest not previously included in income, which will constitute
ordinary income. If the Notes have not been subject to the OID rules, then a
U.S. holder's adjusted tax basis in the Notes generally will be its initial
purchase price. If theNotes have been subject to the OID rules, then a U.S.
holder's tax basis in a Note would be increased by any OID previously
includible in that U.S. holder's gross income through the date of disposition
and decreased by payments received bythat U.S. holder on the Notes in respect
of accrued OID. Gain or loss realized on the sale, exchange, redemption or
retirement of a Note generally will be capital gain or loss and will be
long-term capital gain or loss if at the time of the sale,exchange, redemption
or retirement the Note has been held by that U.S. holder for more than one
year. A U.S. holder that is an individual generally is entitled to
preferential treatment for net long-term capital gains. Any capital losses
realizedgenerally may be used by a corporate taxpayer only to offset capital
gains, and by an individual taxpayer only to the extent of capital gains plus
$3,000 of other income.
Backup Withholding and Information Reporting
Information reporting requirements generally apply in connection with payments
on the Notes to, and proceeds from a sale or other dispositionof Notes by,
non-corporate
U.S. holders. A U.S. holder will be subject to backup withholding tax on such
payments and proceeds if the U.S. holder fails to provide its correct taxpayer
identification number tothe paying agent in the manner required under U.S.
federal income tax law, fails to comply with applicable backup withholding tax
rules or does not otherwise establish an exemption from backup withholding.
Backup withholding is not an additionaltax. Any amounts withheld under the
backup withholding rules will entitle that U.S. holder to a credit against
that U.S. holder's U.S. federal income tax liability and may entitle that U.S.
holder to a refund, provided that the requiredinformation is timely and
properly furnished to the IRS.
U.S. holders should consult their tax advisors regarding the application
ofbackup withholding in their particular situation, the availability of an
exemption from backup withholding and the procedure for obtaining such an
exemption, if available.
Non-U.S.
Holders
The following is a summary of certain material U.S. federal income tax
consequences that will apply to you if you are a
non-U.S.
holder of the Notes. The term
"non-U.S.
holder" means a beneficial owner of a note that is not a partnership (or other
entity or arrangement treated as apartnership for U.S. federal income tax
purposes) or a U.S. holder.
Special rules may apply to certain
non-U.S.
holders such as "controlled foreign corporations" and "passive foreign
investment companies." Such entities should consult their tax advisors to
determine the U.S. federal, state,local and other tax consequences that may be
relevant to them.
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Payments of Interest
Subject to the discussion of backup withholding and information reporting and
FATCA below and assuming that the Notes will be treated asindebtedness for
U.S. federal income tax purposes, no withholding of U.S. federal income tax
will apply to interest paid on a Note to a
non-U.S.
holder under the "portfolio interest exemption,"provided that:
. the interest is not effectively connected with the
non-U.S.
holder'sconduct of a trade or business in the United States;
. the
non-U.S.
holder does not actually or constructively own 10% or moreof the total
combined voting power of all classes of our stock entitled to vote;
. the
non-U.S.
holder is not a bank whose receipt of interest with respectto a Note is described in Section 881(c)(3)(A) of the Code;
. the
non-U.S.
holder is not a controlled foreign corporation that isrelated directly or constructively to us through stock ownership; and
. the
non-U.S.
holder provides to the withholding agent, in accordance withspecified procedures, a statement to the effect that such
non-U.S.
holder is not a United States person (generally by providing a properly executed IRS Form
W-8BEN
orIRS Form
W-8BEN-E,
as applicable).
If a
non-U.S.
holder cannot satisfy the requirements of the portfolio interest exemption
described above, interest paid on the Notes (including payments in respect of
OID, if any, on the Notes) made to a
non-U.S.
holder will be subject to a 30% U.S. federal withholding tax, unless that
non-U.S.
holder provides the withholding agent with a properly executed statement(i)
claiming an exemption from or reduction of withholding under an applicable
U.S. income tax treaty or (ii) stating that the interest is not subject to
withholding tax because it is effectively connected with that
non-U.S.
holder's conduct of a trade or business in the United States.
If a
non-U.S.
holder is engaged in a trade or business in the United States (or, if an
applicable U.S. income tax treaty applies, if the
non-U.S.
holder maintains a permanentestablishment within the United States) and the
interest is effectively connected with the conduct of that trade or business
(or, if an applicable U.S. income tax treaty applies, attributable to that
permanent establishment), that
non-U.S.
holder will be subject to U.S. federal income tax on the interest on a net
income basis in the same manner as if that
non-U.S.
holder were a U.S. holder (as describedabove). In addition, if such
non-U.S.
holder is a foreign corporation, it may also, under certain circumstances, be
subject to an additional branch profits tax at a 30% rate or such lower rate
as may bespecified by an applicable income tax treaty.
The certifications described above generally must be provided to the
applicable withholdingagent prior to the payment of interest and must be
updated periodically.
Non-U.S.
holders that do not timely provide the applicable withholding agent with the
required certification, but that qualify for areduced rate under an applicable
income tax treaty, may obtain a refund of any excess amounts withheld by
timely filing an appropriate claim for refund with the IRS.
Non-U.S.
holders should consult their taxadvisors regarding their entitlement to
benefits under any applicable income tax treaty.
Sale, Exchange, Redemption or Other Taxable Disposition ofNotes
Subject to the discussion of backup withholding and information reporting and
FATCA below, any gain realized upon the sale,exchange, redemption or other
taxable disposition of a Note (other than any amount allocable to accrued and
unpaid interest, which will be taxable as interest and may be subject to the
rules discussed above in "--Consequences to
Non-U.S.
Holders--Payments of Interest") generally will not be subject to U.S. federal
income tax unless:
. that gain is effectively
connected with the
non-U.S.
holder'sconduct of a trade or business in the United States (and, if required by an applicable
income tax treaty, such gain is attributable to a permanent establishment maintained by the
non-U.S.
holder in the UnitedStates); or
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. the
non-U.S.
holder is an individual who is present in the United Statesfor 183 days or more
in the taxable year of that disposition, and certain other conditions are met.
Proceeds from thedisposition of a Note that are attributable to accrued but
unpaid interest generally will be subject to, or exempt from, tax to the same
extent as described above under "--Payments of Interest" with respect to
interest paid on a Note.
Backup Withholding and Information Reporting
The amount of interest paid on the Notes to
non-U.S.
holders generally must be reported annually to theIRS. These reporting
requirements apply regardless of whether withholding was reduced or eliminated
by any applicable income tax treaty. Copies of the information returns
reflecting income in respect of the Notes may also be made available to thetax
authorities in the country in which the
non-U.S.
holder is a resident under the provisions of an applicable income tax treaty
or information sharing agreement.
A
non-U.S.
holder generally will not be subject to additional information reporting or to
backupwithholding with respect to payments on the Notes or to information
reporting or backup withholding with respect to proceeds from the sale or
other disposition of Notes to or through a U.S. office of any broker, as long
as the holder:
. has furnished to the payor or broker a properly executed IRS Form
W-8BEN
or IRS Form
W-8BEN-E,
as applicable, certifying, under penalties of perjury, the
non-U.S.
holder's status as a
non-U.S.
person;
. has furnished to the payor or broker other documentation upon which it may rely to treat the payments as made toa
non-U.S.
person in accordance with applicable Treasury Regulations; or
. otherwise establishes an exemption.
The payment of the proceeds from a sale or other disposition of Notes to or
through a foreign office of a broker generally will not be subjectto
information reporting or backup withholding. However, a sale or disposition of
Notes will be subject to information reporting, but not backup withholding, if
it is to or through a foreign office of a U.S. broker or a
non-U.S.
broker with certain enumerated connections with the United States unless the
documentation requirements described above are met or the holder otherwise
establishes an exemption.
Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a
non-U.S.
holder will be allowed as a credit against such holder's U.S. federal income
tax liability, if any, or will otherwise be refundable, provided that the
requisite procedures are followed and the properinformation is filed with the
IRS on a timely basis.
Non-U.S.
holders should consult their own tax advisors regarding their qualification
for exemption from backup withholding and the procedure for obtainingsuch
exemption, if applicable.
Foreign Account Tax Compliance Act
Pursuant to sections 1471 through 1474 of the Code (commonly referred to as
the Foreign Accounts Tax Compliance Act or "FATCA"), andunder associated
Treasury Regulations and related administrative guidance, a U.S. federal
withholding tax at a 30% rate applies to "withholdable payments" received by
certain
non-U.S.
holders, ifcertain disclosure requirements related to U.S. ownership or
accounts are not satisfied (generally by providing a properly executed IRS Form
W-8BEN
or Form
W-8BEN-E,
as applicable, or other applicable and/or successor forms). An applicable
intergovernmental agreement regarding FATCA between the U.S. and a foreign
jurisdiction may modify the rules discussed inthis paragraph. For this
purpose, "withholdable payments" generally include payments of interest on,
and payments of gross proceeds from the sale or other disposition of, the
Notes. However, the IRS issued proposed Treasury Regulationsthat eliminate
FATCA withholding on payments of gross proceeds (but not on payments of
interest). Pursuant to the preamble to the proposed Treasury
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Regulations, we and any withholding agent may (but are not required to) rely
on this proposed change to FATCA withholding until the final Treasury
Regulations are issued. Prospective investorsshould consult their tax advisors
regarding the potential application of FATCA to their investment in the Notes.
If U.S. federal withholding tax under FATCA, or otherwise, is required on
payments made to any holder of Notes, such withheld amountwill be paid to the
IRS. That payment, if made, will be treated as a payment of cash to the holder
of the Notes with respect to whom the payment was made and will reduce the
amount of cash to which such holder would otherwise be entitled.
The U.S. federal income tax discussion set forth above is included for general
information only and may not be applicable depending upon aholder's particular
situation. Prospective investors should consult their tax advisors regarding
the tax consequences to them of the purchase, ownership and disposition of
Notes, including the tax consequences under state, local, foreign andother tax
laws.
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UNDERWRITING (CONFLICTS OF INTEREST)
Subject to conditions set forth in the underwriting agreement, we have agreed
tosell all, but not less than all, of the Notes to the underwriters listed
below, and the underwriters have severally and not jointly agreed to purchase
the principal amount of the Notes set forth opposite its name in the following
table:
Underwriter Principal Amount
of the Notes
BofA Securities, Inc. $
Goldman Sachs & Co. LLC $
J.P. Morgan Securities LLC $
Morgan Stanley & Co. LLC $
Wells Fargo Securities, LLC $
Total $
The underwriting agreement provides that the underwriters are obligated to
purchase all of the Notes if anyNotes are purchased. The underwriting
agreement also provides that if an underwriter defaults, the purchase
commitments of
non-defaulting
underwriters may be increased or the offering of the Notes may beterminated.
The underwriters propose to offer the Notes initially at the price to public
set forth on the cover page of this prospectussupplement and to certain
dealers at that price less a selling concession of % of the principal amount
per Note. The underwriters may allow, and those certain dealers may reallow, a
discount of% of the principal amount per Note on sales to certain other
dealers. After the initial public offering of the Notes, the price to public
and other selling terms may be changed.
We estimate that our total expenses for this offering, excluding the
underwriting discount, will be approximately$.
The Notes will be a new issue of securities with no established trading
market. One or more of theunderwriters intends to make a secondary market for
the Notes. However, they are not obligated to do so and may discontinue making
a secondary market for the Notes at any time without notice. No assurance can
be given as to how liquid the tradingmarket for the Notes will be.
We have agreed to indemnify the underwriters against liabilities under the
Securities Act, as amended, orcontribute to payments which the underwriters
may be required to make in that respect.
The offering of the Notes by the underwriters issubject to receipt and
acceptance and subject to the underwriters' right to reject any order in whole
or part.
In connection withthe offering, the underwriters may engage in stabilizing
transactions, over-allotment transactions, syndicate covering transactions and
penalty bids in accordance with Regulation M under the Exchange Act.
. Stabilizing transactions permit bids to purchase the underlying security
so long as the stabilizing bids do notexceed a specific maximum.
. Over-allotment involves sales by the underwriters of Notes in excess of the principal amount
of Notes theunderwriters are obligated to purchase, which creates a syndicate short position.
. Syndicate covering transactions involve purchases of the Notes in the open market after the distribution
has beencompleted in order to cover syndicate short positions. A short position is more likely to be
created if the underwriters are concerned that there may be downward pressure on the price of the Notes
in the open market after pricing that couldadversely affect investors who purchase in the offering.
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. Penalty bids permit the underwriters to reclaim a selling concession
from a syndicate member when the Notesoriginally sold by the
syndicate member are purchased in a stabilizing transaction or a
syndicate covering transaction to cover syndicate short positions.
These stabilizing transactions, syndicate-covering transactions and penalty
bids may have the effect of raising or maintaining the marketprice of the
Notes or preventing or retarding a decline in the market price of the Notes.
As a result, the price of the Notes may be higher than the prices that might
otherwise exist in the open market. The underwriters are not required to
engage inthese transactions and these transactions, if commenced, may be
discontinued at any time.
We expect to deliver the Notes against paymentfor the Notes on or about the
date specified in the last paragraph on the cover page of this prospectus
supplement, which will be thebusiness day following the date of the pricing of
the Notes. Under Rule
15c6-1
under the Exchange Act, trades in the secondary market generally are required
to settle in one business day, unless the parties to a trade expressly agree
otherwise. Accordingly, purchasers who wish to tradeNotes on the day of
pricing or the nextsucceeding business days will be required, by virtue of the
fact that the Notes initially will settle in T+, to specify alternative
settlementarrangements to prevent a failed settlement. Purchasers of the Notes
who wish to trade the Notes on the day of pricing or the nextsucceeding
business days should consult their own advisors.
Other Relationships
Certain of theunderwriters and their affiliates have provided certain
investment banking, commercial banking and other financial services to us and
our affiliates, for which they have received customary fees. The underwriters
and their affiliates may from time totime engage in future transactions with
us and our affiliates and provide services to us and our affiliates in the
ordinary course of their business.
In the ordinary course of their various business activities, the underwriters
and their respective affiliates may make or hold a broad arrayof investments
and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own
accounts and for the accounts of their customers, and such investments and
securitiesactivities may involve our securities and/or instruments. Certain of
the underwriters or their affiliates have a lending relationship with us.
Certain of those underwriters or their affiliates routinely hedge, and certain
other of those underwritersor their affiliates may hedge, their credit
exposure to us consistent with their customary risk management policies.
Typically, such underwriters and their affiliates would hedge such exposure by
entering into transactions which consist of eitherthe purchase of credit
default swaps or the creation of short positions in our securities, including
potentially the Notes offered hereby. Any such credit default swaps or short
positions could adversely affect future trading prices of the Notesoffered
hereby. The underwriters and their respective affiliates may also make
investment recommendations and/or publish or express independent research
views in respect to such securities or instruments and may at any time hold,
or recommend toclients that they acquire, long and/or short positions in such
securities and instruments.
Conflicts of Interest
Affiliates of certain of the underwriters are lenders under our revolving
credit facility. To the extent that we use the net proceeds from thisoffering
to repay amounts we have borrowed or may borrow or
re-borrow
in the future under our revolving credit facility, these lenders will receive
their pro rata portions of such proceeds. Further, certain ofthe underwriters
are dealers under our commercial paper program. To the extent we use the net
proceeds from this offering to repay notes issued under our commercial paper
program that are held by one or more sales agents, such underwriters
willreceive proceeds from this offering.
Because some of the net proceeds of this offering may be used to repay amounts
outstanding under ourrevolving credit facility or to repay notes issued under
our commercial paper program that are held by certain underwriters, such
underwriters would be deemed to have a conflict of interest under FINRA Rule
5121 to the
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extent such underwriters or affiliates receive at least 5% of the net proceeds
of the offering. Any underwriter deemed to have a conflict of interest would
be required to conduct the distributionof the Notes in accordance with FINRA
Rule 5121. If the offering is conducted in accordance with FINRA Rule 5121,
such underwriter would not be permitted to confirm a sale to an account over
which it exercises discretionary authority without firstreceiving specific
written approval from the account holder. See the "Use of Proceeds" section of
this prospectus supplement for more information.
Selling Restrictions
European Economic Area
The Notes are not intended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise madeavailable to any retail
investor in the European Economic Area ("EEA"). For these purposes, a retail
investor means a person who is one (or more) of: (i) a retail client as
defined in point (11) of Article 4(1) of Directive2014/65/EU (as amended,
"MiFID II"); or (ii) a customer within the meaning of Directive 2016/97/EU
where that customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or(iii) not a qualified investor as
defined in Regulation 2017/1129/EU (as amended, the "Prospectus Regulation").
No key information document required by Regulation (EU) No 1286/2014 (as
amended, the "PRIIPs Regulation") foroffering or selling the Notes or
otherwise making them available to retail investors in the EEA has been
prepared. Offering or selling the Notes or otherwise making them available to
any retail investor in the EEA may be unlawful under the PRIIPsRegulation.
This prospectus supplement and the accompanying prospectus have been prepared
on the basis that any offer of Notes in any Member State of the EEA will be
made pursuant to an exemption under the Prospectus Regulation from the
requirementto publish a prospectus. This prospectus supplement and the
accompanying prospectus are not prospectuses for the purposes of the
Prospectus Regulation.
For the purposes of this provision, the expression an "offer to the public" in
relation to any Notes in any Member State of the EEAmeans the communication in
any form and by any means of sufficient information on the terms of the offer
and any Notes to be offered so as to enable an investor to decide to purchase
any Notes.
United Kingdom
The Notes are notintended to be offered, sold or otherwise made available to
and should not be offered, sold or otherwise made available to any retail
investor in the United Kingdom ("UK"). For these purposes, a retail investor
means a person who is one(or more) of: (i) a retail client, as defined in
point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of
domestic law by virtue of the European Union (Withdrawal) Act 2018 (as
amended, "EUWA"); (ii) a customerwithin the meaning of the provisions of the
Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules
or regulations made under the FSMA to implement Directive (EU) 2016/97, where
that customer would not qualify as aprofessional client, as defined in point
(8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of
domestic law by virtue of the EUWA; or (iii) not a qualified investor as
defined in Article 2 of Regulation 2017/1129/EU as itforms part of domestic
law by virtue of the EUWA (the "UK Prospectus Regulation"). Consequently no
key information document required by Regulation (EU) No 1286/2014 as it forms
part of domestic law by virtue of the EUWA (the "UKPRIIPs Regulation") for
offering or selling the Notes or otherwise making them available to retail
investors in the UK has been prepared and therefore offering or selling the
Notes or otherwise making them available to any retail investor inthe UK may
be unlawful under the UK PRIIPs Regulation. This prospectus supplement and the
accompanying prospectus have been prepared on the basis that any offer of
Notes in the UK will be made pursuant to an exemption under the UK
ProspectusRegulation from the requirement to publish a prospectus. This
prospectus supplement and the accompanying prospectus are not prospectuses for
the purposes of the UK Prospectus Regulation.
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For the purposes of this provision, the expression an "offer to the public"
inrelation to any Notes in the UK means the communication in any form and by
any means of sufficient information on the terms of the offer and any Notes to
be offered so as to enable an investor to decide to purchase any Notes.
Each person in the UK who receives any communication in respect of, or who
acquires any Notes under, the offer to the public contemplated inthis
prospectus supplement or to whom the Notes are otherwise made available, will
be deemed to have represented, warranted and agreed to and with each
underwriter and the Company that it and any person on whose behalf it acquires
Notes is(i) a "qualified investor" within the meaning of Article 2(e) of the
UK Prospectus Regulation; and (ii) not a retail investor.
Any distributor subject to the FCA Handbook Product Intervention and Product
Governance Sourcebook (the "UK MiFIR Product GovernanceRules") subsequently
offering, selling or recommending the Notes is responsible for undertaking its
own target market assessment in respect of the Notes and determining
appropriate distribution channels. Neither the Company nor any of
theunderwriters make any representations or warranties as to a distributor's
compliance with the UK MiFIR Product Governance Rules.
Inthe UK, this prospectus supplement and the accompanying prospectus are being
distributed only to, and are directed only at, and any offer subsequently made
may only be directed at persons (i) who are "qualified investors" (as
definedin the UK Prospectus Regulation), (ii) who have professional experience
in matters relating to investments falling within Article 19 (5) of the
Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as
amended (the"Order") and/or (iii) who are high net worth companies (or persons
to whom it may otherwise be lawfully communicated) falling within Article
49(2)(a) to (e) of the Order (all such persons together being referred to
as"relevant persons") or otherwise in circumstances which have not resulted
and will not result in an offer to the public of the Notes in the UK within
the meaning of the FSMA. This prospectus supplement and the accompanying
prospectus mustnot be acted on or relied on in the UK by persons who are not
relevant persons. In the UK, any investment or investment activity to which
this prospectus supplement and the accompanying prospectus relates is only
available to, and will be engaged inwith, relevant persons.
Switzerland
This prospectus supplement and the accompanying prospectus are not intended to
constitute an offer or solicitation to purchase or invest in theNotes. The
Notes may not be publicly offered, directly or indirectly, in Switzerland
within the meaning of the Swiss Financial Services Act ("FinSA") and no
application has or will be made to admit the Notes to trading on any trading
venue(exchange or multilateral trading facility) in Switzerland. Neither this
prospectus supplement, the accompanying prospectus nor any other offering or
marketing material relating to the Notes constitutes a prospectus pursuant to
the FinSA, andneither this prospectus supplement, the accompanying prospectus
nor any other offering or marketing material relating to the Notes may be
publicly distributed or otherwise made publicly available in Switzerland.
Canada
The Notes may be sold inCanada only to purchasers resident or located in the
Provinces of Ontario, Quebec, Alberta and British Columbia, purchasing, or
deemed to be purchasing, as principal that are accredited investors, as
defined in National Instrument 45-
106Prospectus Exemptions
or subsection 73.3(1) of the
Securities Act
(Ontario), and are permitted clients, as defined in National Instrument
31-103
Registration Requirements, Exemptions and OngoingRegistrant Obligations
. Any resale of the Notes must be made in accordance with an exemption from,
or in a transaction not subject to, the prospectus requirements of applicable
securities laws.
Securities legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if thisprospectus
supplement and the accompanying prospectus (including any amendment
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thereto) contains a misrepresentation, provided that the remedies for
rescission or damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of thepurchaser's province or
territory. The purchaser should refer to any applicable provisions of the
securities legislation of the purchaser's province or territory for
particulars of these rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105
Underwriting Conflicts
("NI
33-105"),
the underwriters are not required to comply with the disclosure requirements
of NI
33-105
regarding underwriter conflicts of interest in connection with thisoffering.
Hong Kong
Thisprospectus supplement and the accompanying prospectus do not constitute
nor are they intended to be an offer or invitation to the public in Hong Kong
to acquire the Notes. The Notes have not been, and may not and will not be
offered or sold in HongKong, by means of any document, other than (i) to
"professional investors" as defined in the Securities and Futures Ordinance
(Cap. 571, Laws of Hong Kong) and any rules made thereunder, or (ii) in other
circumstances which donot result in the document being a "prospectus" as
defined in the Companies (Winding Up and Miscellaneous Provisions) Ordinance
(Cap. 32, Laws of Hong Kong) and which do not constitute an offer to the
public within the meaning of thatOrdinance. No advertisement, invitation or
document relating to the Notes has been, may be or will be issued, or has
been, may be, or will be in the possession of any person for the purpose of
issue (in each case whether in Hong Kong or elsewhere),which is directed at,
or the contents of which are likely to be accessed or read by, the public of
Hong Kong (except if permitted to do so under the securities laws of Hong
Kong) other than with respect to the Notes which are or are intended to
bedisposed of only to persons outside Hong Kong or only to "professional
investors" as defined in the Securities and Futures Ordinance (Cap. 571, Laws
of Hong Kong) and any rules made thereunder.
The contents of this prospectus supplement and the accompanying prospectus
have not been reviewed, endorsed or approved by any Hong Kongregulatory
authorities, including the Securities and Futures Commission and the Companies
Registry of Hong Kong and neither have they been nor will they be registered
with the Registrar of Companies in Hong Kong. The Notes may not be offered
forsubscription to members of the public in Hong Kong. You are advised to
exercise caution in relation to the offer. If you are in doubt about any
contents of this prospectus supplement and the accompanying prospectus, you
should obtain independentprofessional advice. Each person acquiring the Notes
will be required, and is deemed by the acquisition of the Notes, to confirm
that such person is aware of the restriction on offers of the Notes described
in this prospectus supplement, theaccompanying prospectus and the relevant
offering documents and that such person is not acquiring, and has not been
offered any Notes in circumstances that contravene any such restrictions and
that such person has complied with all relevant laws,rules and regulations
applicable to it/him/her and the jurisdiction(s) where such person or
its/his/her assets are located.
Japan
This offering of the Notes has not been and will not be registered under the
Financial Instruments and Exchange Act of Japan (Act No. 25of 1948, as
amended; the "FIEA"). Accordingly, the Notes may not be offered or sold,
directly or indirectly, in Japan or to, or for the account or benefit of, any
"resident" of Japan (which term as used herein means any personresident in
Japan, including any corporation or other entity organized under the laws of
Japan), or to, or for the account or benefit of, others for
re-offering
or resale, directly or indirectly, in Japan orto, or for the account or
benefit of, any resident of Japan, except pursuant to an exemption from the
registration requirements of, and otherwise in compliance with, the FIEA and
any other applicable laws, regulations and ministerial guidelines ofJapan in
effect at the relevant time.
Republic of Korea
The Notes may not be offered, sold and delivered directly or indirectly, or
offered or sold to any person for reoffering or resale, directly orindirectly,
in the Republic of Korea or to any resident of the Republic of Korea
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except pursuant to the applicable laws and regulations of the Republic of
Korea, including, without limitation, the Financial Investment Services and
Capital Markets Act and the Foreign ExchangeTransaction Law and the decrees
and regulations thereunder. The Notes have not been and will not be registered
with the Financial Services Commission of Korea for public offering in the
Republic of Korea. Furthermore, the Notes may not be resold toresidents of the
Republic of Korea unless the purchaser of the Notes complies with all
applicable regulatory requirements (including but not limited to government
approval requirements under the Foreign Exchange Transaction Law and its
subordinatedecrees and regulations) in connection with the purchase of the
Notes.
Singapore
This prospectus supplement and the accompanying prospectus have not been
registered as a prospectus with the Monetary Authority of Singapore.Accordingly,
this prospectus and any other document or material in connection with the
offer or sale, or invitation for subscription or purchase, of Notes may not be
circulated or distributed, nor may the Notes be offered or sold, or be made
thesubject of an invitation for subscription or purchase, whether directly or
indirectly, to persons in Singapore other than (i) to an institutional
investor as defined in Section 4A of the Securities and Futures Act, Chapter
289 ofSingapore, as modified or amended from time to time (the "SFA"),
pursuant to Section 274 of the SFA, (ii) to a relevant person (as defined in
Section 275(2) of the SFA) pursuant to Section 275(1) of the SFA, or anyperson
pursuant to Section 275(1A) of the SFA, and in accordance with the conditions
specified in Section 275, of the SFA and (where applicable) Regulation 3 of
the Securities and Futures (Classes of Investors) Regulations 2018
ofSingapore, where each such person is (1) an expert investor (as defined in
Section 4A of the SFA) or (2) not an individual, or (iii) otherwise pursuant
to, and in accordance with the conditions of, any other applicable provisionof
the SFA.
Where the Notes are subscribed or purchased pursuant to an offer made in
reliance on Section 275 of the SFA by arelevant person which is:
(a) a corporation (which is not an accredited investor (as defined
in Section 4A of the SFA)) the solebusiness of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor; or
(b) a trust (where the trustee is not an accredited investor) whose sole purpose is to hold
investments and eachbeneficiary of the trust is an individual who is an accredited investor,
securities or securities based derivative contracts (each termas defined in
Section 2(1) of the SFA) of that corporation or the beneficiaries' rights and
interest (howsoever described) in that trust shall not be transferred within
six months after that corporation or that trust has acquired the Notespursuant
to an offer made under Section 275 of the SFA except:
(1) to an institutional investor pursuant to Section 274 of the SFA or to a
relevant person (as defined inSection 275(2) of the SFA) pursuant to
Section 275(1) of the SFA, or to any person pursuant to Section 275(1A) and
in accordance with the conditions specified in Section 275 of the SFA;
(2) (in the case of a corporation) where the transfer arises from an offer referred to in Section 276(3)(i)(B)of the SFA
or (in the case of a trust) where the transfer arises from an offer referred to in Section 276(4)(i)(B) of the SFA;
(3) where no consideration is or will be given for the transfer;
(4) where the transfer is by operation of law;
(5) as specified in Section 276(7) of the SFA;
(6) as specified in Regulation 32 of the Securities and Futures (Offer of
Investments) (Shares and Debentures)Regulations 2005 of Singapore; or
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(7) as specified in Regulation 37A of the Securities and Futures (Offers of Investments)
Securities andSecurities-based Derivative Contracts Regulations 2018 of Singapore.
Singapore SFA Product Classification--Solelyfor the purposes of our
obligations pursuant to section 309B of the SFA and the Securities and Futures
(Capital Markets Products) Regulations 2018 of Singapore (the "CMP Regulations
2018"), we have determined, and hereby notify allrelevant persons (as defined
in Section 309A(1) of the SFA) that the Notes are "prescribed capital markets
products" (as defined in the CMP Regulations 2018) and Excluded Investment
Products (as defined in MAS Notice SFA
04-N12:
Notice on the Sale of Investment Products and MAS Notice
FAA-N16:
Notice on Recommendations on Investment Products).
Taiwan
The Notes have not beenand will not be registered or filed with, or approved
by, the Financial Supervisory Commission of Taiwan, Republic of China and/or
any other regulatory authority of Taiwan pursuant to relevant securities laws
and regulations and may not be offered,issued or sold within Taiwan through a
public offering or in any manner which would constitute an offer within the
meaning of the Securities and Exchange Act of Taiwan or relevant laws and
regulations that requires a registration, filing or approvalof the Financial
Supervisory Commission of Taiwan and/or other regulatory authority of Taiwan.
No person or entity in Taiwan has been authorized to offer, sell, distribute
or otherwise intermediate the offering of the Notes in Taiwan.
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LEGAL MATTERS
The validity of the Notes will be passed upon for us by McGuireWoods LLP,
Pittsburgh, Pennsylvania. The underwriters have been represented byHunton
Andrews Kurth LLP, New York, New York.
EXPERTS
The consolidated financial statements, and the related financial statement
schedule, incorporated by reference in this prospectus supplementfrom the
NiSource Inc. Annual Report on Form
10-K,
and the effectiveness of NiSource Inc. and subsidiaries' internal control over
financial reporting have been audited by Deloitte & Touche LLP,an independent
registered public accounting firm, as stated in their reports, which are
incorporated herein by reference. Such consolidated financial statements and
financial statement schedule have been so incorporated in reliance upon the
reportsof such firm given their authority as experts in accounting and
auditing.
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PROSPECTUS
NiSource Inc.
Common Stock
PreferredStock
Depositary Shares
Debt Securities
Warrants
Stock Purchase Contracts
Stock Purchase Units
NiSource Inc. may offer, from time totime, in amounts, at prices and on terms
that it will determine at the time of offering, any or all of the following:
. shares of common stock;
. shares of preferred stock, in one or more series;
. depositary shares representing interests in shares of preferred stock;
. one or more series of its debt securities;
. warrants to purchase common stock, preferred stock or debt securities; and
. stock purchase contracts to purchase common stock or preferred stock, either separately
or in units with thedebt securities described below or U.S. Treasury securities
We will provide specific terms of these securities, including theiroffering
prices, in prospectus supplements to this prospectus. The prospectus
supplements may also add, update or change information contained in this
prospectus. You should read this prospectus and any prospectus supplement
carefully before youinvest.
We may offer these securities to or through underwriters, through dealers or
agents, directly to you or through a combination of these methods.You can find
additional information about our plan of distribution for the securities under
the heading "Plan of Distribution" beginning on page 34 of this prospectus. We
will also describe the plan of distribution for any particularoffering of
these securities in the applicable prospectus supplement. This prospectus may
not be used to sell our securities unless it is accompanied by a prospectus
supplement.
Our common stock is listed on the New York Stock Exchange under the symbol "NI."
Investing in our securities involves risks. You should carefully consider the
risk factors described under the heading "
Risk Factors
" on page 2 of this prospectus, in the documents that are incorporated by
reference into this prospectus and, if applicable, in risk factors described
in any accompanying prospectus supplement before you invest in our securities.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
thisProspectus is truthful or complete. Any representation to the contrary is
a criminal offense.
The date of this prospectus isNovember 1, 2022.
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TABLE OF CONTENTS
Page
About This Prospectus 1
Risk Factors 2
Forward-Looking Statements 3
Where You Can Find More Information 5
NiSource Inc. 7
Use of Proceeds 8
Description of Capital Stock 9
Description of Depositary Shares 20
Description of the Debt Securities 22
Description of Warrants 30
Description of Stock Purchase Contracts and Stock PurchaseUnits 31
Book-Entry Issuance 32
Plan of Distribution 34
Legal Opinions 36
Experts 36
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we have filed with
the Securities and Exchange Commission ("SEC"), utilizing a"shelf"
registration or continuous offering process. Under this process, we may from
time to time sell any combination of the securities described in this
prospectus in one or more offerings.
This prospectus provides you with a general description of the common stock,
preferred stock, depositary shares, debt securities, warrants, stock
purchasecontracts and stock purchase units we may offer. Each time we offer
securities, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. That prospectus supplement may
include a description ofany risk factors or other special considerations
applicable to those securities. The prospectus supplement may also add, update
or change information contained in this prospectus. If there is any
inconsistency between the information in theprospectus and the prospectus
supplement, you should rely on the information in the prospectus supplement.
You should read both this prospectus and the applicable prospectus supplement
together with the additional information described under theheading "Where You
Can Find More Information."
The registration statement containing this prospectus, including the exhibits
to theregistration statement, provides additional information about us and the
securities offered under this prospectus. Specifically, we have filed and
incorporated by reference certain legal documents that control the terms of
the securities offered bythis prospectus as exhibits to the registration
statement. We will file or incorporate by reference certain other legal
documents that will control the terms of the securities we may offer by this
prospectus as exhibits to the registration statementor to reports we file with
the SEC that are incorporated by reference into this prospectus.
In addition, we may prepare and deliver one or more"free writing prospectuses"
to you in connection with any offering of securities under this prospectus.
Any such free writing prospectus may contain additional information about us,
our business, the offered securities, the manner in whichsuch securities are
being offered, our intended use of the proceeds from the sale of such
securities, risks relating to our business or an investment in such securities
or other information.
This prospectus and certain of the documents incorporated by reference into
this prospectus contain, and any accompanying prospectus supplement or
freewriting prospectus that we deliver to you may contain, summaries of
information contained in documents that we have filed or will file as exhibits
to our SEC filings. Such summaries do not purport to be complete and are
subject to, and qualified intheir entirely by reference to, the actual
documents filed with the SEC.
Copies of the registration statement of which this prospectus is a part and
ofthe documents incorporated by reference into this prospectus may be obtained
as described below under the heading "Where You Can Find More Information."
You should rely only on the information incorporated by reference or provided
in this prospectus, the accompanying prospectus supplement and any free
writingprospectus that we deliver to you. We have not authorized anyone to
provide you with different information. We are not making an offer to sell or
soliciting an offer to buy these securities in any jurisdiction in which the
offer or solicitation isnot authorized or in which the person making the offer
or solicitation is not qualified to do so or to anyone to whom it is unlawful
to make the offer or solicitation. You should not assume that the information
in this prospectus or the accompanyingprospectus supplement is accurate as of
any date other than the date on the front of the document.
References to "NiSource" refer to NiSourceInc. Unless the context requires
otherwise, references to "we," "us" or "our" refer collectively to NiSource
and its subsidiaries. References to "securities" refer collectively to the
common stock, preferredstock, depositary shares, debt securities, warrants,
stock purchase contracts and stock purchase units registered hereunder.
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RISK FACTORS
Investing in the securities involves risk. You should read carefully the "Risk
Factors" and "Note regarding forward-looking statements"sections in NiSource's
most recent Annual Report on Form
10-K
and in NiSource's subsequent Quarterly Reports on Form
10-Q,
which are incorporated by referencein this prospectus. Before making an
investment decision, you should carefully consider these risks as well as
other information contained or incorporated by reference in this prospectus,
and corresponding sections in reports NiSource may file withthe SEC after the
date of this prospectus. The prospectus supplement applicable to each type or
series of securities we offer may contain a discussion of additional risks
applicable to an investment in us and the particular type of securities we
areoffering under that prospectus supplement.
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FORWARD-LOOKING STATEMENTS
Some of the information included in this prospectus, in any prospectus
supplement and in the documents incorporated by reference are "forward-lookingst
atements" within the meaning of the securities laws. 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
factorscould cause actual results to differ materially from those projected.
These forward-looking statements include, but are not limited to, statements
concerning NiSource's plans, strategies, objectives, expected performance,
expenditures, recoveryof expenditures through rates, stated on either a
consolidated or segment basis, and any and all underlying assumptions and
other statements that are other than statements of historical fact. From time
to time, NiSource may publish or otherwise makeavailable forward-looking
statements of this nature. All such subsequent forward-looking statements,
whether written or oral and whether made by or on behalf of NiSource, are also
expressly qualified by these cautionary statements. Allforward-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
forward-looking statements include, among other things, NiSource's ability
toexecute its business plan or growth strategy, including utility
infrastructure investments; potential incidents and other operating risks
associated with NiSource's business; NiSource's ability to adapt to, and
manage costs related to,advances in technology; impacts related to NiSource's
aging infrastructure; NiSource's ability to obtain sufficient insurance
coverage and whether such coverage will protect it against significant losses;
the success of NiSource'selectric 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 aninability 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; NiSource's ability to manage newinitiatives 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 toNiSource's
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
andthe transition to a lower carbon future; NiSource's ability to manage the
financial and operational risks related to achieving NiSource's carbon
emission reduction goals; NiSource's debt obligations; any changes to
NiSource'scredit rating or the credit rating of certain of its subsidiaries;
any adverse effects related to NiSource's equity units; adverse economic and
capital market conditions or increases in interest rates; economic regulation
and the impact ofregulatory rate reviews; NiSource's ability to obtain
expected financial or regulatory outcomes; continuing and potential future
impacts from the
COVID-19
pandemic; economic conditions in certainindustries; the reliability of
customers and suppliers to fulfill their payment and contractual obligations;
the ability of NiSource's subsidiaries to generate cash; pension funding
obligations; potential impairments of goodwill; changes in themethod for
determining LIBOR and the potential replacement of the LIBOR benchmark
interest rate; the outcome of legal and regulatory proceedings, investigations,
incidents, claims and litigation; potential remaining liabilities related to
theGreater Lawrence, Massachusetts gas distribution incident (the "Greater
Lawrence Incident"); compliance with the agreements entered into with the U.S.
Attorney's Office to settle the U.S. Attorney's Office's investigationrelating
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 the
"RiskFactors" section of NiSource's most recent Annual Report on Form
10-K
and NiSource's subsequent Quarterly Reports on Form
10-Q,
many of which risks arebeyond the control of NiSource. 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. NiSource undertakes no obligation,
andexpressly disclaims any such obligation, to update or revise any forward-
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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.
Accordingly, you should not rely on the accuracy of predictions contained in
forward-looking statements. These statements speak only as of the date of
thisprospectus, the date of the accompanying prospectus supplement or, in the
case of documents incorporated by reference, the date of those documents.
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WHERE YOU CAN FIND MORE INFORMATION
NiSource files annual, quarterly and current reports, proxy statements and
other information with the SEC. Our SEC filings are available to you at
theSEC's website at http://www.sec.gov and at our website at www.nisource.com.
The information contained in, or that can be accessed through, our website is
not a part of this prospectus or any accompanying prospectus supplement.
The SEC allows us to "incorporate by reference" information into this
prospectus. This means that we can disclose important information to you
byreferring you to another document that NiSource has filed separately with
the SEC. The information incorporated by reference is considered to be part of
this prospectus. Information that NiSource files with the SEC after the date
of this prospectuswill automatically modify and supersede the information
included or incorporated by reference in this prospectus to the extent that
the subsequently filed information modifies or supersedes the existing
information. We incorporate by reference thefollowing documents filed with the
SEC:
. our Annual Report on
Form
10-K
for the fiscal year ended December 31, 2021;
. our Quarterly Reports on Form
10-Q
for the quarters ended
March 31, 2022
and
June 30, 2022
;
. our Current Reports on
Form 8-K filed
on
January
27, 2022
(as amended by
Form 8-K/A filed
on
March
16, 2022
),
February
18, 2022
,
March
16, 2022
,
April
27, 2022
,
May
25, 2022
,
June
10, 2022
,
August
10, 2022
; and
August
16, 2022
; and
. the description of our common stock contained in our
definitive joint proxy statement/prospectus
dated April 24, 2000;
. the description of (i) the depositary shares, each representing 1/1000th
ownership interest in a share ofour 6.50% Series B Fixed-Rate Reset
Cumulative Redeemable Perpetual Preferred Stock ("Series B Preferred
Stock") and a 1/1000th ownership interest in a share of our Series
B-1
Preferred Stock("Series
B-1
Preferred Stock"), and
(ii) the underlying
Series B Preferred
Stock and Series
B-1
Preferred Stock
contained or referred
to in theregistration
statement on
Form
8-A
filed under the Securities Exchange
Act of 1934, as amended, including
anyamendments or reports filed for the
purpose of updating any such description;
. the description of (i) the Series A Corporate Units ("Series A Corporate Units"), eachrepresenting
a 1/10th undivided beneficial ownership in a share of our Series C Mandatory Convertible
Preferred Stock, par value $0.01 per share ("the Series C Preferred Stock"), and (ii) the
underlying Series C Preferred Stockcontained or referred to in the registration statement on
Form
8-A/A
filed under the Securities Exchange
Actof 1934, as amended, including any
amendments or reports filed for the purpose
of updating any such description; and
. any future filings we make with the SEC under Section 13(a), 13(c), 14, or 15(d) of the Securities ExchangeAct of 1934,
as amended, after the date of this prospectus and before we sell all of the securities offered by this prospectus.
You mayrequest a copy of any of these filings at no cost by writing to or
calling us at the following address and telephone number: Corporate Secretary,
NiSource Inc., 801 East 86th Avenue, Merrillville, Indiana 46410, telephone:
(877)
647-5990.
We have filed this prospectus with the SEC as part of a registration statement
on Form
S-3
under the Securities Act of 1933. This prospectus does not contain all of the
information included in the registration statement. Any statement made in this
prospectus concerning the contents of any contract,agreement or other document
is only a summary of the actual document. If we have filed any contract,
agreement or other document as an exhibit to the
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registration statement, you should read the exhibit for a more complete
understanding of the document or matter involved. Each statement regarding a
contract, agreement or other document isqualified in its entirety by reference
to the actual document.
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NISOURCE INC.
Overview.
NiSource is an energy holding company whose primary subsidiaries are fully
regulated natural gas and electric utility companiesserving approximately 3.7
million customers in six states. Our principal subsidiaries include NiSource
Gas Distribution Group, Inc., a natural gas distribution holding company, and
Northern Indiana Public Service Company LLC("NIPSCO"), a gas and electric
company. NiSource derives substantially all of its revenues and earnings from
the operating results of these rate-regulated businesses. Our primary business
segments are:
. Gas Distribution Operations; and
. Electric Operations
Business Strategy.
We focus our business strategy on providing safe and reliable service through
our core, rate-regulated asset-basedutilities, which generate substantially
all of our operating income. NiSource's utilities continue to move forward on
core safety, infrastructure and environmental investment programs supported by
complementary regulatory and customerinitiatives across all six states in
which we operate. Our goal is to develop strategies that benefit all
stakeholders as we (i) embark on long-term infrastructure investment and
safety programs to better serve our customers, (ii) alignour tariff structures
with our cost structure, and (iii) address changing customer conservation
patterns. These strategies are intended to improve reliability and safety,
enhance customer service, ensure customer affordability and reduceemissions
while generating sustainable returns.
Gas Distribution Operations.
Our natural gas distribution operations serveapproximately 3.2 million
customers in six states and operate approximately 54,600 miles of pipeline.
Through our wholly-owned subsidiary NiSource Gas Distribution Group, Inc., we
own five distribution subsidiaries that provide natural gas toapproximately
2.4 million residential, commercial and industrial customers in Ohio,
Pennsylvania, Virginia, Kentucky and Maryland. We also distribute natural gas
to approximately 853,000 customers in northern Indiana through our
wholly-ownedsubsidiary NIPSCO.
Electric Operations.
We generate, transmit and distribute electricity through our subsidiary NIPSCO
toapproximately 483,000 customers in 20 counties in the northern part of
Indiana and also engage in wholesale and electric transmission transactions.
We own and operate sources of generation as well as source power through power
purchase agreements("PPAs"). We continue to transition our generation
portfolio to primarily renewable sources. During 2021, we operated Rosewater
Wind Generation LLC for the full year and Indiana Crossroads Wind Generation
LLC went into service duringDecember 2021. We also purchased energy generated
from renewable sources through PPAs. NIPSCO's transmission system, with
voltages from 69,000 to 765,000 volts, consists of 3,024 circuit miles. NIPSCO
is interconnected with eight neighboringelectric utilities. During the year
ended December 31, 2021, NIPSCO generated 47.87% and purchased 52.13% of its
electric requirements.
Ourexecutive offices are located at 801 East 86th Avenue, Merrillville,
Indiana 46410, telephone:
(877) 647-5990.
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USE OF PROCEEDS
Unless otherwise described in the applicable prospectus supplement, we will
use the net proceeds from the sale of securities offered by this prospectus
andany applicable prospectus supplement for general corporate purposes,
including additions to working capital and repayment of existing indebtedness.
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DESCRIPTION OF CAPITAL STOCK
General
The authorized capital stock of NiSourceconsists of 620,000,000 shares, of
which 600,000,000 are common stock, par value $0.01, and 20,000,000 are
preferred stock, par value $0.01. The board of directors has designated (i)
400,000 shares of Series A Fixed-Rate Reset Cumulative RedeemablePerpetual
Preferred Stock ("Series A Preferred Stock"), liquidation preference $1,000
per share, (ii) 20,000 shares of Series B Preferred Stock, liquidation
preference $25,000 per share, (iii) 20,000 shares of Series
B-1
Preferred Stock, liquidation preference $0.01 per share and (iv) 862,500
shares of Series C Preferred Stock, liquidation preference $1,000 per share.
As of October 28, 2022, NiSource had outstanding 406,134,342 shares of its
common stock, 400,000 shares of Series A Preferred Stock, 20,000 sharesof
Series B Preferred Stock, 20,000 shares of Series
B-1
Preferred Stock and 862,500 shares of Series C Preferred Stock. The shares of
Series B Preferred Stock and Series
B-1
Preferred Stock are represented by 20,000,000 depositary shares, each
representing 1/1000th ownership interest in a share of each of the Series B
Preferred Stock and the Series
B-1
Preferred Stock. Additional details concerning these depositary shares are
provided below under "Description of Depositary Shares."
On April 19, 2021, NiSource issued 8,625,000 Series A Equity Units ("Series A
Equity Units"), initially consisting of Series A Corporate Units,each with a
stated amount of $100. Each Series A Corporate Unit consists of a forward
contract to purchase shares of NiSource's common stock in the future and a 10%
undivided beneficial ownership interest in one share of Series C PreferredStock.
NiSource's Amended and Restated Certificate of Incorporation ("certificate of
incorporation") also designates 4,000,000 shares ofNiSource's preferred stock
as Series A Junior Participating Preferred Stock ("Series A Junior Stock").
The shares of Series A Junior Stock were reserved for issuance upon the
exercise of rights under NiSource's former ShareholderRights Plan, which
formally expired in 2010, and no shares of Series A Junior Stock were ever
issued.
The below summaries of provisions ofNiSource's common stock and preferred
stock are not necessarily complete. You are urged to read carefully, and the
below summaries are qualified in their entirety by, NiSource's certificate of
incorporation and Amended and Restated
By-Laws
("bylaws") which are filed as exhibits to the registration statement of which
this prospectus is a part and the certificates of designations for each series
of NiSource's preferred stock whichhave been or hereafter are filed with the
SEC.
Anti-Takeover Provisions
NiSource's certificate of incorporation includes provisions that may have the
effect of deterring hostile takeovers or delaying or preventing changes
incontrol of NiSource's management. More specifically, the certificate of
incorporation provides that stockholders may not cumulate their votes and
stockholder action may be taken only at a duly called meeting and not by
written consent. Inaddition, NiSource's bylaws contain requirements for
advance notice of stockholder proposals and director nominations. These and
other provisions of the certificate of incorporation and bylaws and Delaware
law could discourage potentialacquisition proposals for NiSource and could
delay or prevent a change in control of management of NiSource.
Under Delaware law, the approval of theholders of a majority of the
outstanding shares of a class of NiSource's capital stock would be necessary
to authorize any amendment to the certificate of incorporation that would
increase or decrease the aggregate number of authorized sharesof such class of
capital stock or that would adversely alter or change the powers, preferences
or special right of such class of capital stock. Further, pursuant to the
certificates of designations for the Series A Preferred Stock, Series
BPreferred Stock, Series
B-1
Preferred Stock and Series C Preferred Stock, the holders of
two-thirds
of any series of such preferred stock must approve certain amendmentsto the
certificate of incorporation that would have a material adverse effect on the
existing
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preferences, rights, powers, duties or obligations of such series of preferred
stock. The effect of these provisions may permit the respective holders of
NiSource's outstanding shares ofcapital stock to block a proposed amendment to
the certificate of incorporation in connection with a potential acquisition of
NiSource if such amendment would (i) adversely affect the powers, preferences
or special rights of NiSource'scommon stock or (ii) have a material adverse
effect on the existing preferences, rights, powers, duties or obligations of a
series of NiSource's preferred stock.
NiSource is subject to the provisions of Section 203 of the Delaware General
Corporation Law ("DGCL") regulating corporate takeovers.Section 203 prevents
certain Delaware corporations, including those whose securities are listed on
a national securities exchange, such as the New York Stock Exchange, from
engaging, under certain circumstances, in a "businesscombination" (as defined
therein), which includes, among other things, a merger or sale of more than
10% of the corporation's assets, with any interested stockholder for three
years following the date that the stockholder became aninterested stockholder.
An interested stockholder is a stockholder who acquired 15% or more of the
corporation's outstanding voting stock or an affiliate or associate of such
person.
Common Stock
NiSource's common stock is listed onthe New York Stock Exchange under the
symbol "NI." Shares of NiSource's common stock, offered and sold pursuant to
the registration statement of which this prospectus forms a part, will be
fully paid and
non-assessable.
Liquidation Rights
In the event of any liquidation, dissolution or winding up of NiSource,
whether voluntary or involuntary, after payment or provision for payment of
the debtsand other liabilities of NiSource and the distribution in full of all
preferential amounts (including any accumulated and unpaid dividends) to which
the holders of the Series A Preferred Stock, Series B Preferred Stock, Series
B-1
Preferred Stock, Series C Preferred Stock and any other series of preferred
stock of NiSource hereafter created are entitled, the holders of common stock
will share ratably in the remaining assets in proportionto the number of
shares of common stock held by them respectively. A consolidation or merger of
NiSource with or into any other corporation, or any purchase or redemption of
shares of any class of NiSource's capital stock, will not be deemed tobe a
liquidation, dissolution or winding up of NiSource's affairs.
Voting Rights
Except as otherwise required by Delaware law or as otherwise provided in the
certificate of designations for the Series A Preferred Stock, Series B
PreferredStock, Series
B-1
Preferred Stock, Series C Preferred Stock or any other series of preferred
stock of NiSource hereafter created, holders of NiSource's common stock
exclusively possess voting power forthe election of NiSource's directors and
all other matters requiring stockholder action. Each holder of common stock,
if entitled to vote on a matter, is entitled to one vote per share. Holders of
common stock are not entitled to cumulativevoting rights. Holders of common
stock will be notified of any stockholders' meeting according to applicable
law.
For the voting rights of theSeries A Preferred Stock, Series B Preferred
Stock, Series
B-1
Preferred Stock and Series C Preferred Stock, including the rights of holders
of Series
B-1
PreferredStock to elect two additional directors to NiSource's board of
directors upon a Nonpayment Event (as defined below), see "--Series A
Preferred Stock-- Voting Rights," "--Series B Preferred Stock--VotingRights,"
"--Series
B-1
Preferred Stock--Voting Rights" and "--Series C Preferred Stock--Voting Rights."
Dividend Rights
Holders of common stock will be entitledto receive dividends, when, as and if
declared by NiSource's board of directors out of legally available funds for
such purpose in accordance with Delaware law, subject to the powers,
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preferences and rights afforded to the holders of the Series A Preferred
Stock, Series B Preferred Stock, Series C Preferred Stock and any other series
of preferred stock of NiSource hereaftercreated. Dividends may be paid in
cash, capital stock or other property of NiSource.
NiSource is prohibited by the terms of each of its Series APreferred Stock,
its Series B Preferred Stock and its Series C Preferred Stock from declaring
or paying dividends on any shares of NiSource's common stock (other than
dividends payable solely in shares of its common stock) or redeeming,repurchasin
g or acquiring shares of its common stock unless full cumulative dividends
have been paid with respect to the Series A Preferred Stock, the Series B
Preferred Stock and the Series C Preferred Stock, respectively, through the
most recentlycompleted respective dividend periods. See "--Series A Preferred
Stock--Dividends," "--Series B Preferred Stock--Dividends" and "--Series C
Preferred Stock--Dividends."
As noted above, NiSource is an energy holding company that derives
substantially all of its revenues and earnings from the operating results of
therate-regulated businesses of its subsidiaries. Accordingly, NiSource's
ability to pay dividends on its capital stock is dependent primarily upon the
earnings and cash flows of its subsidiaries and the distribution or other
payment of suchearnings to NiSource. NiSource's subsidiaries are separate and
distinct legal entities and have no obligation, contingent or otherwise, to
pay any amounts on the capital stock of NiSource or to make any funds
available therefor, whether bydividends, loans or other payments.
No Preemptive Rights
Holders of NiSource's common stock are not entitled to, as holders of common
stock, any preemptive rights with respect to any shares of NiSource'scapital
stock or any of its securities convertible into or exercisable for its capital
stock.
Preferred Stock
GENERAL
The board of directors of NiSource can, withoutapproval of stockholders, issue
one or more series of preferred stock. The board of directors of NiSource can
also determine the rights, preferences and limitations of each series,
including any dividend rights, voting rights, conversion rights,redemption
rights and liquidation preferences, the number of shares constituting each
series and the terms and conditions of issue. In some cases, the issuance of
preferred stock could delay a change in control of NiSource and make it harder
toremove incumbent management. Under certain circumstances, preferred stock
could also restrict dividend payments to holders of common stock. All
preferred stock will be fully paid and
non-assessable.
The terms of the preferred stock that NiSource may offer will be established
by or pursuant to a resolution of the board of directors of NiSource and will
beissued under certificates of designations or through amendments to the
certificate of incorporation. If NiSource uses this prospectus to offer
preferred stock, an accompanying prospectus supplement will describe the
specific terms of the preferredstock. NiSource will also indicate in the
prospectus supplement whether the general terms and provisions described in
this prospectus apply to the preferred stock that NiSource may offer. If there
are differences between the prospectus supplementrelating to a particular
series and this prospectus, the prospectus supplement will control.
The following terms of the preferred stock, as applicable,will be set forth in
a prospectus supplement relating to the preferred stock:
. the title and stated value;
. the number of shares NiSource is offering;
. the liquidation preference per share;
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. the purchase price;
. the dividend rate, period and payment date, and method of calculation of dividends;
. whether dividends will be cumulative or
non-cumulative
and, ifcumulative, the date from which dividends will accumulate;
. the procedures for any auction and remarketing, if any;
. the provisions for a sinking fund, if any;
. the provisions for redemption or repurchase, if applicable, and any restrictions
on NiSource's ability toexercise those redemption and repurchase rights;
. any listing of the preferred stock on any securities exchange or market;
. voting rights, if any;
. preemptive rights, if any;
. restrictions on transfer, sale or other assignment, if any;
. whether interests in the preferred stock will be represented by depositary shares;
. a discussion of any material or special United States federal income tax considerations applicable to thepreferred stock;
. the relative ranking and preferences of the preferred stock as to dividend or liquidation rights;
. any limitations on issuance of any class or series of preferred stock ranking senior to or
on a parity with theseries of preferred stock as to dividend or liquidation rights; and
. any other material specific terms, preferences, rights or limitations of, or restrictions on, the preferredstock.
The terms, if any, on which the preferred stock may be exchanged for or
converted into shares of common stock or any othersecurity and, if applicable,
the conversion or exchange price, or how it will be calculated, and the
conversion or exchange period will be set forth in the applicable prospectus
supplement.
The preferred stock or any series of preferred stock may be represented, in
whole or in part, by one or more global certificates, which will have an
aggregateliquidation preference equal to that of the preferred stock
represented by the global certificate.
Each global certificate will:
. be registered in the name of a depositary or a nominee of the depositary identified in the prospectus supplement;
. be deposited with such depositary or nominee or a custodian for the depositary; and
. bear a legend regarding the restrictions on exchanges and registration of transfer
and any other matters as maybe provided for under the certificate of designations.
The designation, powers, preferences, rights, qualifications, limitations
andrestrictions of each series of NiSource's preferred stock discussed below
are set forth in a certificate of designations for such series, each forming
part of the certificate of incorporation. The following briefly summarizes
certain of thepowers, preferences and rights of each series of preferred stock
and certain material provisions of the certificate of designations for the
applicable series but does not contain a complete description of them and is
qualified in its entirety by theprovisions of the applicable certificate of
designations. You may obtain a copy of the certificate of designations for
each series of preferred stock as described under "Where You Can Find More
Information."
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SERIES A PREFERRED STOCK
A summary of certain powers, preferences, rights, qualifications, limitations
and restrictions of the Series A Preferred Stock are set forth below.
Ranking
The Series A Preferred Stock ranks, with respectto dividends and distributions
upon the liquidation, winding up and dissolution, whether voluntary or
involuntary, of NiSource's affairs (a "Liquidation"): (i) senior to NiSource's
common stock and any other class or series ofcapital stock that does not
expressly provide that it ranks on a parity with or senior to the Series A
Preferred Stock with respect to dividends and such distributions ("Series A
Junior Securities"); (ii) on a parity with the Series BPreferred Stock, the
Series
B-1
Preferred Stock (except with respect to dividends, as Series
B-1
Preferred Stock does not entitle its holders to receive dividends),Series C
Preferred Stock (except with respect to dividends, as Series C Preferred Stock
does not bear dividends until a successful remarketing of such series) and any
other class or series of capital stock that does not expressly provide that
itranks junior or senior to the Series A Preferred Stock with respect to
dividends and such distributions ("Series A Parity Securities"); and (iii)
junior to any class or series of capital stock that expressly provides that it
rankssenior to the Series A Preferred Stock with respect to dividends and such
distributions ("Series A Senior Securities").
Liquidation Rights
In the event of any Liquidation, the holders of the Series A Preferred Stock
are entitled to receive out of NiSource's assets available fordistribution to
stockholders (subject to the rights of holders of Series A Senior Securities
and Series A Parity Securities in respect of distributions upon Liquidation),
before any distribution of assets is made to holders of Series A JuniorSecuritie
s, a liquidation preference of $1,000 per share. Any accumulated and unpaid
dividends on the Series A Preferred Stock and Series A Parity Securities will
be paid prior to any distributions in Liquidation. A consolidation or merger
ofNiSource with or into any other entity will not be deemed to be a
Liquidation.
Voting Rights
The Series A Preferred Stock has no voting, consent or approval rights except
as set forth below or as otherwise provided by Delaware law. On any
matterdescribed below in which the holders of the Series A Preferred Stock are
entitled to vote as a class (whether separately or together with the holders
of any Series A Parity Securities), such holders will be entitled to one vote
per share.
Adverse Changes
. Unless NiSource has received the affirmative vote or consent of the holders
of at least
two-thirds
of the outstanding shares of Series A Preferred Stock, voting as a single
class, no amendment to the certificate of incorporation may be adopted that
would have a material adverse effect on theexisting preferences, rights,
powers, duties or obligations of the Series A Preferred Stock. However, such
voting requirement shall not be implicated by any amendment to the certificate
of incorporation (i) relating to the issuance ofadditional shares of preferred
stock (subject to the voting rights discussed in the following paragraph) and
(ii) in connection with a merger or another transaction in which the Series A
Preferred Stock remains outstanding or is exchanged for aseries of preferred
stock of the surviving entity, in either case, with the terms thereof
materially unchanged in any respect adverse to the holders of Series A
Preferred Stock.
Parity and Senior Preferred Stock
. Unless NiSource has received the affirmative vote or consent of the holders
of at least
two-thirds
of the outstanding shares of Series A Preferred Stock, voting as a class
together with holders of any Series A Parity Securities and upon which like
voting rights have been conferred and are exercisable,NiSource may not: (i)
create or issue any Series A Parity Securities (including any additional
shares of Series A Preferred Stock, Series B Preferred Stock, Series
B-1
Preferred Stock or Series CPreferred Stock, but excluding
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any
payments-in-kind
on such shares) if the cumulative dividends payable on the outstanding shares
of Series APreferred Stock (or Series A Parity Securities, if applicable) are
in arrears; or (ii) create or issue any Series A Senior Securities.
Dividends
Holders of shares of Series A Preferred Stock will be entitled to receive,
when, as and if declared by NiSource's board of directors out oflegally
available funds for such purpose, cumulative semi-annual cash dividends
(subject to the dividend rights of any Series A Senior Securities or Series A
Parity Securities) at an initial rate of 5.650% per annum of the $1,000
liquidationpreference per share (equal to $56.50 per share per annum). On and
after June 15, 2023, dividends will accumulate for each five-year period
thereafter according to a formula based on the rate of certain U.S. Treasury
securities with a five yearmaturity plus the applicable margin.
NiSource is prohibited by the terms of the Series A Preferred Stock from
declaring or paying dividends on any SeriesA Junior Securities (other than a
dividend payable solely in such Series A Junior Securities) or redeeming,
repurchasing or acquiring shares of any Series A Junior Securities unless full
cumulative dividends have been paid on all outstanding sharesof Series A
Preferred Stock and any Series A Parity Securities entitled to dividends
through the most recently completed respective dividend periods. In addition,
NiSource may not repurchase, redeem or otherwise acquire any shares of Series
APreferred Stock or Series A Parity Securities unless (i) effected pursuant to
a purchase or exchange offer made on the same relative terms to all holders of
such shares of preferred stock or (ii) (A) full cumulative dividends have
beenpaid or provided for on all outstanding shares of such series of preferred
stock entitled to dividends through the most recently completed respective
dividend periods and (B) NiSource expects to have sufficient funds to pay in
full the nextdividend on all such outstanding shares of preferred stock.
Redemption
NiSource may redeem the Series A Preferred Stock, at its option, in whole or
in part, on June 15, 2023 or on any fifth anniversary thereafter by
paying$1,000 per share plus an amount equal to all accumulated and unpaid
dividends thereon to, but not including, the redemption date, whether or not
declared. In addition, following the occurrence of a "Ratings Event" (as
defined in thecertificate of designations of the Series A Preferred Stock),
NiSource may, at its option, redeem the Series A Preferred Stock in whole, but
not in part, at a redemption price equal to $1,020 (102% of the liquidation
preference) per share plus anamount equal to all accumulated and unpaid
dividends thereon to the redemption date, whether or not declared.
No Conversion or Preemptive Rights
The Series A Preferred Stock is not convertible into any other class of
NiSource's capital stock and the holders of the Series A Preferred Stockdo
not, as holders of Series A Preferred Stock, have any preemptive rights with
respect to any shares of NiSource's capital stock or any of its securities
convertible into or exercisable for its capital stock.
SERIES B PREFERRED STOCK
A summary of certain powers,preferences, rights, qualifications, limitations
and restrictions of the Series B Preferred Stock are set forth below.
Ranking
The Series B Preferred Stock ranks, with respect to dividends and
distributions upon Liquidation: (i) senior to NiSource's common stock and any
otherclass or series of capital stock that does not expressly provide that it
ranks on a parity with or senior to the Series B Preferred Stock with respect
to dividends and such distributions
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(the "Series B Junior Securities"); (ii) on a parity with the Series A
Preferred Stock, the Series
B-1
Preferred Stock (except with respect todividends, as Series
B-1
Preferred Stock does not entitle its holders to receive dividends), Series C
Preferred Stock (except with respect to dividends, as Series C Preferred Stock
does not bear dividendsuntil a successful remarketing of such series) and any
other class or series of capital stock that does not expressly provide that it
ranks junior or senior to the Series B Preferred Stock with respect to
dividends and such distributions (the"Series B Parity Securities"); and (iii)
junior to any class or series of capital stock that expressly provides that it
ranks senior to the Series B Preferred Stock with respect to dividends and
such distributions (the "Series BSenior Securities").
Liquidation Rights
In theevent of any Liquidation, the holders of the Series B Preferred Stock
are entitled to receive out of NiSource's assets available for distribution to
stockholders (subject to the rights of holders of Series B Senior Securities
and Series BParity Securities in respect of distributions upon the
Liquidation) before any distribution of assets is made to holders of Series B
Junior Securities, a liquidation preference of $25,000 per share. Any
accumulated and unpaid dividends on the SeriesB Preferred Stock and Series B
Parity Securities will be paid prior to any distributions in Liquidation. A
consolidation or merger of NiSource with or into any other entity will not be
deemed to be a Liquidation.
Voting Rights
The Series B Preferred Stock has novoting, consent or approval rights except
as set forth below or as otherwise provided by Delaware law. On any matter
described below in which the holders of the Series B Preferred Stock are
entitled to vote as a class (whether separately or togetherwith the holders of
any Series B Parity Securities), such holders will be entitled to twenty-five
votes per share. The Series B Preferred Stock is paired with the Series
B-1
Preferred Stock and the holders ofthe Series
B-1
Preferred Stock are entitled to the voting rights described in "--Series
B-1
Preferred Stock--Voting Rights."
Adverse Changes
. Unless NiSource has received the affirmative vote or consent of the holders
of at least
two-thirds
of the outstanding shares of Series B Preferred Stock, voting as a single
class, no amendment to the certificate of incorporation may be adopted that
would have a material adverse effect on theexisting preferences, rights,
powers, duties or obligations of the Series B Preferred Stock. However, such
voting requirement shall not be implicated by any amendment to the certificate
of incorporation (i) relating to the issuance ofadditional shares of preferred
stock (subject to the voting rights discussed in the following paragraph) and
(ii) in connection with a merger or another transaction in which either the
Series B Preferred Stock remains outstanding or isexchanged for a series of
preferred stock of the surviving entity, in either case, with the terms
thereof materially unchanged in any respect adverse to the holders of Series B
Preferred Stock.
Parity and Senior Preferred Stock
. Unless NiSource has received the affirmative vote or consent of the holders
of at least
two-thirds
of the outstanding shares of Series B Preferred Stock, voting as a class
together with holders of any Series B Parity Securities and upon which like
voting rights have been conferred and are exercisable,NiSource may not: (i)
create or issue any Series B Parity Securities (including any additional
shares of Series A Preferred Stock, Series B Preferred Stock, Series
B-1
Preferred Stock or Series CPreferred Stock, but excluding any
payments-in-kind
on such shares) if the cumulative dividends payable on the outstanding shares
of Series B Preferred Stock (or SeriesB Parity Securities, if applicable) are
in arrears; or (ii) create or issue any Series B Senior Securities.
Dividends
Holders of Series B Preferred Stock will be entitled to receive, when, as and
if declared by NiSource's board of directors out of legally available fundsfor
such purpose, cumulative quarterly cash dividends (subject to the dividend
rights of any Series B Parity Securities or Series B Senior Securities) at an
initial rate of 6.50% per
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annum of the $25,000 liquidation preference per share (equal to $1,625 per
share per annum). On and after March 15, 2024, dividends will accumulate for
each five-year period thereafteraccording to a formula based on the rate of
certain U.S. Treasury securities with a five year maturity plus the applicable
margin.
NiSource is prohibitedby the terms of the Series B Preferred Stock from
declaring or paying dividends on any Series B Junior Securities (other than a
dividend payable solely in such Series B Junior Securities) or redeeming,
repurchasing or acquiring shares of commonstock or any Series B Junior
Securities unless full cumulative dividends have been paid on all outstanding
shares of Series B Preferred Stock and any Series B Parity Securities entitled
to dividends through the most recently completed respectivedividend periods.
In addition, NiSource may not repurchase, redeem or otherwise acquire any
shares of Series B Preferred Stock or Series B Parity Securities, unless (i)
effected pursuant to a purchase or exchange offer made on the same
relativeterms to all holders of such shares of preferred stock or (ii) (A)
full cumulative dividends have been paid or provided for on all outstanding
shares of such preferred stock entitled to dividends through the most recently
completed respectivedividend periods and (B) NiSource expects to have
sufficient funds to pay in full the next dividend on all such outstanding
shares of preferred stock.
Redemption
NiSource may redeem the Series B PreferredStock, at its option, in whole or in
part, on March 15, 2024 or on any fifth anniversary thereafter by paying
$25,000 per share plus an amount equal to all accumulated and unpaid dividends
thereon to, but not including, the redemption date,whether or not declared. In
addition, following the occurrence of a "Ratings Event" (as defined in the
certificate of designations of the Series B Preferred Stock), NiSource may, at
its option, redeem the Series B Preferred Stock in whole,but not in part, at a
redemption price equal to $25,500 per share (102% of the liquidation
preference) plus an amount equal to all accumulated and unpaid dividends
thereon to the redemption date, whether or not declared.
No Conversion or Preemptive Rights
The Series BPreferred Stock is not convertible into any other class of
NiSource's capital stock and the holders of the Series B Preferred Stock do
not, as holders of Series B Preferred Stock, have any preemptive rights with
respect to any shares ofNiSource's capital stock or any of its securities
convertible into or exercisable for its capital stock.
SERIES
B-1
PREFERRED STOCK
The Series
B-1
Preferred Stock was issued as adistribution with respect to the Series B
Preferred Stock in order to enhance the voting rights of the Series B
Preferred Stock to comply with the New York Stock Exchange's minimum voting
rights policy. The Series
B-1
Preferred Stock is paired with the Series B Preferred Stock and may not be
transferred, redeemed or repurchased except in connection with the
simultaneous transfer, redemption or repurchase of theunderlying Series B
Preferred Stock, and upon the transfer, redemption or repurchase of the
underlying Series B Preferred Stock, the same number of shares of Series
B-1
Preferred Stock must simultaneously betransferred (to the same transferee),
redeemed or repurchased, as the case may be. A summary of certain powers,
preferences, rights, qualifications, limitations and restrictions of the Series
B-1
PreferredStock are set forth below.
Ranking
The Series
B-1
Preferred Stock ranks, with respect to distributions upon Liquidation: (i)
senior to NiSource's common stock and any other class or series of capital
stock that does not expressly provide that it rankson a parity with or senior
to the Series
B-1
Preferred Stock with respect to such distributions (the "Series
B-1
Junior Securities"); (ii) on a parity with theSeries A Preferred Stock, the
Series B Preferred Stock, Series C Preferred Stock and any other class or
series of capital stock that does not expressly provide that it ranks junior
or senior to
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the Series
B-1
Preferred Stock with respect to such distributions (the "Series
B-1
Parity Securities");and (iii) junior to any class or series of capital stock
that expressly provides that it ranks senior to the Series
B-1
Preferred Stock with respect to such distributions (the "Series
B-1
Senior Securities").
Liquidation Rights
In the event of any Liquidation, the holders of the Series
B-1
Preferred Stock are entitled to receive out ofNiSource's assets available for
distribution to stockholders (subject to the rights of holders of Series
B-1
Senior Securities and Series
B-1
Parity Securities inrespect of distributions upon Liquidation), before any
distribution of assets is made to holders of Series
B-1
Junior Securities, a liquidation preference of $0.01 per share. Any
accumulated and unpaiddividends on the Series
B-1
Parity Securities will be paid prior to any distributions in Liquidation. A
consolidation or merger of NiSource with or into any other entity will not be
deemed to be a Liquidation.
Voting Rights
The Series
B-1
Preferred Stock has no voting, consent or approval rights except as set forth
below or as otherwise provided by Delaware law. On any matter described below
in which the holders of the Series
B-1 Preferred
Stock are entitled to vote as a class (whether separately or together with the
holders of any Series
B-1
Parity Securities), such holders will be entitledto twenty-five votes per share.
Adverse Changes
. Unless NiSource has received the affirmative vote or consent of the holders
of at least
two-thirds
of the outstanding shares of Series
B-1
Preferred Stock, voting as a single class, no amendment to the certificate of
incorporation may be adopted that would have amaterial adverse effect on the
existing preferences, rights, powers, duties or obligations of the Series
B-1
Preferred Stock. However, such voting requirement shall not be implicated by
any amendment to thecertificate of incorporation (i) relating to the issuance
of additional shares of preferred stock and (ii) in connection with a merger
or another transaction in which either the Series
B-1
PreferredStock remains outstanding or is exchanged for a series of preferred
stock of the surviving entity, in either case, with the terms thereof
materially unchanged in any respect adverse to the holders of Series
B-1
Preferred Stock.
Election of Directors upon Nonpayment Events
. If and whenever dividends on any sharesof Series B Preferred Stock shall not
have been declared and paid for at least six dividend periods, whether or not
consecutive (a "Nonpayment Event"), the number of directors then constituting
NiSource's board of directors willautomatically be increased by two and the
holders of Series
B-1
Preferred Stock, voting as a class together with the holders of any
outstanding Series
B-1
ParitySecurities having like voting rights that are exercisable at that time
("Director Voting Preferred Stock"), shall be entitled to elect the two
additional directors (the "Preferred Stock Directors"), provided that (i)
suchelection does not violate the corporate governance requirements of the New
York Stock Exchange that companies must have a majority of independent
directors and (ii) any such director is not prohibited or disqualified from
serving as a directorof NiSource by any applicable law. The Preferred Stock
Directors shall each be entitled to one vote per director on any matter before
NiSource's board of directors for a vote.
When all accumulated and unpaid dividends on the Series B Preferred Stock have
been paid in full, then (a) the right of the holders of Series
B-1
Preferred Stock to elect the Preferred Stock Directors shall cease, (b) the
terms of office of the Preferred Stock Directors will automatically terminate
and (c) the number of directors constitutingNiSource's board of directors will
automatically decrease by two. Any Preferred Stock Director may be removed at
any time without cause by holders of a majority of the outstanding shares of
the Series
B-1
Preferred Stock and Director Voting Preferred Stock (voting together as a
single class). So long as a Nonpayment Event continues, any vacancy in the
office of a Preferred Stock Director (after the initial election of Preferred
Stock Directors) maybe filled by the written consent of the Preferred Stock
Director remaining in office (if any), in lieu of a vote by the Series
B-1
Preferred Stock and Director Voting Preferred Stock (voting together as
asingle class).
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Dividends
Holders of Series
B-1
Preferred Stock are not entitled to receive dividends.
Redemption
The shares of Series
B-1
Preferred Stock are subject to mandatory redemption, in whole or in part, at a
redemption price of $0.01 per share upon the redemption of the underlying
shares of Series B Preferred Stock with which such sharesof Series
B-1
Preferred Stock are paired. The shares of Series
B-1
Preferred Stock are not otherwise subject to redemption.
No Conversion or Preemptive Rights
The Series
B-1
Preferred Stock is not convertible into any other class of NiSource's capital
stock and the holders of the Series
B-1
Preferred Stock do not, as holders of Series
B-1
Preferred Stock, have any preemptive rights with respect to any shares of
NiSource's capital stock or any of its securities convertible into or
exercisable for its capital stock.
SERIES C PREFERRED STOCK
A summary of certain powers,preferences, rights, qualifications, limitations
and restrictions of the Series C Preferred Stock are set forth below.
Ranking
The Series C Preferred Stock ranks, with respect to dividends and
distributions upon Liquidation: (i) senior to NiSource's common stock and any
otherclass or series of capital stock that does not expressly provide that it
ranks on a parity with or senior to the Series C Preferred Stock with respect
to dividend rights or distribution rights (the "Series C Junior Securities");
(ii) on aparity with the Series A Preferred Stock, the Series B Preferred
Stock, the Series
B-1
Preferred Stock (except with respect to dividends, as Series
B-1
Preferred Stockdoes not entitle its holders to receive dividends) and any
other class or series of capital stock that expressly provides that it ranks
on a parity with the Series C Preferred Stock with respect to dividend rights
or distribution rights (the"Series C Parity Securities"); and (iii) junior to
any class or series of capital stock that expressly provides that it ranks
senior to the Series C Preferred Stock with respect to dividend rights or
distribution rights (the"Series C Senior Securities").
Liquidation Rights
In the event of any Liquidation, the holders of the Series C Preferred Stock
are entitled to receive out of NiSource's assets available for distributionto
stockholders (subject to the rights of holders of Series C Senior Securities
and Series C Parity Securities in respect of distributions upon the
Liquidation) before any payment or distribution of assets is made to holders
of Series C JuniorSecurities, a liquidation preference of $1,000 per share.
Any accumulated and unpaid dividends on the Series C Preferred Stock and
Series C Parity Securities will be paid prior to any distributions in
Liquidation. A consolidation or merger ofNiSource with or into any other
entity will not be deemed to be a Liquidation.
Voting Rights
On any matter described below in which the holders of the Series C Preferred
Stock are entitled to vote as a class with Series C Parity Securities, each
shareof Series C Preferred Stock and each share of Series C Parity Securities
s will be entitled to a number of votes in proportion to the liquidation
preference then-applicable to such shares.
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Unless NiSource has received the affirmative vote or consent of the holders of
at least
two-thirds
of the outstanding shares of Series C Preferred Stock and all other series of
Series C Parity Securities, voting as a single class, NiSource may not (i)
authorize, create or issue, or increase thenumber of authorized or issued
shares of, any class or series of Series C Senior Securities, or reclassify
any capital stock of NiSource into any such shares of Series C Senior
Securities, or create, authorize or issue any obligation or securityconvertible
into or evidencing the right to purchase any such shares of Series C Senior
Securities; (ii) amend the certificate of incorporation so as to materially
and adversely affect any right, preference, privilege or voting power of
theSeries C Preferred Stock or (iii) consummate a reorganization or
reclassification involving the Series C Preferred Stock or a merger or
consolidation of NiSource with another entity, unless the Series C Preferred
Stock remains outstanding or isexchanged for a series of preferred stock of
the surviving entity, in either case, with the rights, preferences, privileges
and voting powers, taken as a whole, no less favorable to the holders of the
Series C Preferred Stock.
Dividends
Shares of Series C Preferred Stock do notinitially bear any dividends.
Following a successful remarketing of the Series C Preferred Stock, dividends
may become payable when, as and if declared by NiSource's board of directors
out of legally available funds for such purpose.
NiSource is prohibited by the terms of the Series C Preferred Stock from
declaring or paying dividends on any Series C Parity Securities or Series C
JuniorSecurities or redeeming, repurchasing or acquiring shares of any Series
C Parity Securities or Series C Junior Securities unless (i) full cumulative
dividends have been paid on all outstanding shares of Series C Preferred Stock
and any Series CParity Securities entitled to dividends for all past dividend
periods or (ii) a number of shares of common stock sufficient for the payment
of such dividends is set apart for payment.
No Redemption or Preemptive Rights
Shares of the SeriesC Preferred Stock are not redeemable and have no
preemptive rights with respect to any shares of NiSource's capital stock or
any of its securities convertible into or exercisable for its capital stock.
Conversion Rights
Each share of Series C PreferredStock, unless previously converted, will
automatically convert into shares of NiSource's common stock on the mandatory
conversion date, which is expected to be on or about March 1, 2024 ("Mandatory
Conversion Date"). Theconversion rate will be determined based on the
volume-weighted average share price of NiSource's common stock near the
conversion date. If no successful remarketing of the Series C Preferred Stock
has previously occurred (a "RemarketingFailure"), effective as of December 1,
2023, each share of Series C Preferred Stock will be automatically transferred
to NiSource on the Mandatory Conversion Date without any payment of cash or
shares of NiSource's common stock.
Prior to December 1, 2023, shares of the Series C Preferred Stock may be
converted only upon the occurrence of certain fundamental change events. On
orafter December 1, 2023, unless a Remarketing Failure has occurred, holders
of Series C Preferred Stock will have the right to convert the Series C
Preferred Stock into shares of common stock prior to the Mandatory Conversion
Date.
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DESCRIPTION OF DEPOSITARY SHARES
NiSource may issue depositary shares representing fractional interests in
shares of our preferred stock of any series. The following description sets
forthcertain general terms and provisions of the depositary shares to which
any prospectus supplement may relate. The particular terms of the depositary
shares to which any prospectus supplement may relate and the extent, if any,
to which the generalterms and provisions may apply to the depositary shares so
offered will be described in the applicable prospectus supplement. To the
extent that any particular terms of the depositary shares, deposit agreements
and depositary receipts described in aprospectus supplement differ from any of
the terms described below, then the terms described below will be deemed to
have been superseded by that prospectus supplement. You should read the
applicable deposit agreement and depositary receipts foradditional information
before you decide whether to purchase any of NiSource's depositary shares.
In connection with the issuance of any depositaryshares, NiSource will enter
into a deposit agreement with a bank or trust company, as depositary, which
will be named in the applicable prospectus supplement. Depositary shares will
be evidenced by depositary receipts issued pursuant to the relateddeposit
agreement. Immediately following our issuance of the security related to the
depositary shares, NiSource will deposit the shares of our preferred stock
with the relevant depositary and will cause the depositary to issue, on our
behalf, therelated depositary receipts. Subject to the terms of the deposit
agreement, each owner of a depositary receipt will be entitled, in proportion
to the fractional interest in the share of preferred stock represented by the
related depositary share, toall the rights, preferences and privileges of, and
will be subject to all of the limitations and restrictions on, the preferred
stock represented by the depositary receipt (including, if applicable,
dividend, voting, conversion, exchange,redemption, sinking fund, subscription
and liquidation rights). The applicable prospectus supplement will describe
the terms of the depositary shares offered thereby.
Depositary Shares representing Series B Preferred Stock and Series
B-1
Preferred Stock
NiSource has issued and outstanding 20,000,000 depositary shares (the
"Depositary Shares"), each representing a 1/1,000th ownership interest in
ashare of its Series B Preferred Stock and a 1/1,000th ownership interest in a
share of its Series
B-1
Preferred Stock. The Depositary Shares are evidenced by depositary receipts
issued pursuant to a depositagreement (the "Deposit Agreement") among
NiSource, Computershare Inc. and Computershare Trust Company, N.A., acting
jointly as the depositary (the "depositary"), and the holders from time to
time of the depositary receiptsevidencing the Depositary Shares. This
description of the Depositary Shares is qualified in its entirety by the
provisions of the respective certificates of designations of the Series B
Preferred Stock and Series
B-1
Preferred Stock and the Deposit Agreement.
Dividends and Other Distributions
The depositary will distribute any cash dividends or other cash distributions
received in respect of the deposited Series B Preferred Stock and Series
B-1
Preferred Stock to the record holders of Depositary Shares relating to the
underlying Series B Preferred Stock and Series
B-1
Preferred Stock in proportion to the numberof Depositary Shares held by the
holders. The depositary will distribute any property received by it other than
cash to the record holders of Depositary Shares entitled to those
distributions, unless it determines, in consultation with NiSource,that the
distribution cannot be made proportionally among those holders or that it is
not feasible to make a distribution. In that event, the depositary may, with
NiSource's approval, sell the property (at a public or private sale)
anddistribute the net proceeds from the sale to the holders of the Depositary
Shares in proportion to the number of Depositary Shares they hold.
Redemption of Depositary Shares
If NiSource redeems theSeries B Preferred Stock and Series
B-1
Preferred Stock represented by the Depositary Shares, a proportionate number
of Depositary Shares will be redeemed from the proceeds received by the
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depositary resulting from the redemption of the Series B Preferred Stock and
Series
B-1
Preferred Stock held by the depositary. The redemption price perdepositary
share will be equal to 1/1,000th of the redemption price per share payable
with respect to each of the Series B Preferred Stock and Series
B-1
Preferred Stock. Whenever NiSource redeems shares ofSeries B Preferred Stock
and Series
B-1
Preferred Stock held by the depositary, the depositary will redeem, as of the
same redemption date, the number of Depositary Shares representing shares of
Series BPreferred Stock and Series
B-1
Preferred Stock so redeemed.
Voting the Preferred Stock
When the depositary receives notice of any meeting at which the holders of the
Series B Preferred Stock and/or Series
B-1
Preferred Stock are entitled to vote, the depositary will mail, or otherwise
transmit by an authorized method, the information contained in the notice to
the record holders of the Depositary Shares. Eachrecord holder of the
Depositary Shares on the record date, which will be the same date as the
record date for the Series B Preferred Stock and/or Series
B-1
Preferred Stock, may instruct the depositary to votethe amount of the Series B
Preferred Stock and/or Series
B-1
Preferred Stock entitled to vote represented by the holder's Depositary
Shares. To the extent practicable, the depositary will vote the numberof
shares entitled to vote represented by such Depositary Shares in accordance
with the instructions it receives. If the depositary does not receive specific
instructions from the holders of any Depositary Shares representing the Series
B PreferredStock and/or Series
B-1
Preferred Stock entitled to vote, it will abstain from voting the number of
shares of Series B Preferred Stock and/or Series
B-1
Preferred Stockrepresented thereby.
Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the Depositary Shares and any
provision of the Depositary Agreement may be amended by agreement between
thedepositary and NiSource. However, any amendment that materially and
adversely alters the rights of the holders of Depositary Shares will not be
effective unless such amendment has been approved by the holders of at least a
majority of the DepositaryShares then outstanding. The Depositary Agreement
may be terminated by NiSource upon sixty days' prior written notice to the
depositary or by the depositary upon mailing notice to NiSource and the
holders of all Depositary Shares thenoutstanding if at any time sixty days
have expired after the depositary provided written notice to NiSource of its
resignation and a successor depositary has not been appointed. The Depositary
Agreement shall automatically terminate after there hasbeen a final
distribution in respect of the Series B Preferred Stock and Series
B-1
Preferred Stock in connection with NiSource's liquidation, dissolution or
winding and such distribution has beendistributed to the holders of Depositary
Shares.
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DESCRIPTION OF THE DEBT SECURITIES
NiSource may issue debt securities, which will be designated as either senior
debt securities or subordinated debt securities, in one or more series from
timeto time. Unless the context requires otherwise, references to "debt
securities" refer collectively to both the senior debt securities and the
subordinated debt securities. The senior debt securities will be issued under
an indenture, datedas of November 14, 2000, as amended and supplemented,
between NiSource (as successor to NiSource Finance Corp.) and The Bank of New
York Mellon (as successor in interest to JPMorgan Chase Bank, N.A., formerly
known as The Chase Manhattan Bank),as trustee. We refer to this indenture as
the "Senior Indenture." The subordinated debt securities will be issued under
a separate indenture to be entered into at a future date between NiSource and
The Bank of New York Mellon, as trustee.We refer to this indenture as the
"Subordinated Indenture" and, together with the Senior Indenture, as the
"Indentures." The Bank of New York Mellon, as trustee under the Indentures,
will act as indenture trustee for the purposesof the Trust Indenture Act. We
have filed the Indentures as exhibits to the registration statement of which
this prospectus is a part.
This sectionbriefly summarizes some of the terms of the debt securities and
the Indentures. This section does not contain a complete description of the
debt securities or the Indentures. The description of the debt securities is
qualified in its entirety by theprovisions of the Indentures. References to
section numbers in this description of the debt securities, unless otherwise
indicated, are references to section numbers of each Indenture.
General
The Indentures do not limit the amount of debtsecurities that may be issued.
Each Indenture provides for the issuance of debt securities from time to time
in one or more series. The terms of each series of debt securities may be
established in a supplemental indenture or in resolutions ofNiSource's board
of directors or a committee of the board.
The senior debt securities:
. are direct senior unsecured obligations of NiSource; and
. are equal in right of payment to any other unsecured and unsubordinated debt of NiSource.
The subordinated debt securities:
. are direct subordinated unsecured obligations of NiSource; and
. are subordinated to the prior payment in full of the senior debt securities of NiSource.
NiSource is a holding company with no independent business operations or
source of income of its own. It conducts substantially all of its operations
throughits subsidiaries and, as a result, NiSource depends on the earnings and
cash flow of, and dividends or distributions from, its subsidiaries to provide
the funds necessary to meet its debt and contractual obligations.
Substantially all ofNiSource's consolidated assets, earnings and cash flow is
derived from the operation of its regulated utility subsidiaries, whose legal
authority to pay dividends or make other distributions to NiSource is subject
to regulatory restrictions.
NiSource's holding company status also means that its right to participate in
any distribution of the assets of any of its subsidiaries uponliquidation,
reorganization or otherwise is subject to the prior claims of the creditors of
each of the subsidiaries (except to the extent that the claims of NiSource
itself as a creditor of a subsidiary may be recognized). Since this is true
forNiSource, it is also true for the creditors of NiSource (including the
holders of the debt securities).
If NiSource uses this prospectus to offer debtsecurities, an accompanying
prospectus supplement will describe the following terms of the debt securities
being offered, to the extent applicable:
. the title and type of the debt securities;
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. any limit on the aggregate principal amount;
. the date or dates on which NiSource will pay principal;
. the right, if any, to extend the date or dates on which NiSource will pay principal;
. the interest rates or the method of determining them and the date interest begins to accrue;
. the interest payment dates and the regular record dates for any interest payment dates;
. the right, if any, to extend the interest payment periods and the duration of any extension;
. the place or places where NiSource will pay principal and interest;
. the terms and conditions of any optional redemption, including the date after
which, and the price or prices atwhich, NiSource may redeem securities;
. the terms and conditions of any optional purchase or repayment, including the date after which, and the price orprices
at which, holders may require NiSource to purchase, or a third party may require holders to sell, securities;
. the terms and conditions of any mandatory or optional sinking fund redemption, including
the date after which,and the price or prices at which, NiSource may redeem securities;
. whether bearer securities will be issued;
. the denominations in which NiSource will issue securities;
. the currency or currencies in which NiSource will pay principal and interest;
. any index or indices used to determine the amount of payments;
. the portion of principal payable on declaration of acceleration of maturity;
. any additional events of default or covenants of NiSource applicable to the debt securities;
. whether NiSource will pay additional amounts in respect of taxes and similar charges on debt securities held by
aUnited States alien and whether NiSource may redeem those debt securities rather than pay additional amounts;
. whether NiSource will issue the debt securities in whole or in part
in global form and, in such case, thedepositary for such global
securities and the circumstances under which beneficial owners of interests
in the global security may exchange such interest for securities;
. the date or dates after which holders may convert the securities into shares
of NiSource common stock orpreferred stock and the terms for that conversion;
. particular terms of subordination with respect to subordinated debt securities; and
. any other terms of the securities consistent with the provisions of the applicable Indenture.
The Indentures do not give holders of debt securities protection in the event
of a highly leveraged transaction or other transactioninvolving NiSource. The
Indentures also do not limit the ability of NiSource to incur indebtedness or
to declare or pay dividends on its capital stock.
Conversion Rights
The terms, if any, on which a seriesof debt securities may be exchanged for or
converted into shares of common stock or preferred stock of NiSource will be
set forth in the applicable prospectus supplement.
Denomination, Registration and Transfer
NiSource mayissue the debt securities as registered securities in certificated
form or as global securities as described under the heading "Book-Entry
Issuance." Unless otherwise specified in the applicable prospectus
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supplement, NiSource will issue registered debt securities in minimum
denominations of $1,000 or any integral multiple thereof. (See Section 302.)
If NiSource issues the debt securities as registered securities, NiSource will
keep at one of its offices or agencies a register in which it will provide
forthe registration and transfer of the debt securities. NiSource will appoint
that office or agency the security registrar for the purpose of registering
and transferring the debt securities.
The holder of any registered debt security may exchange the debt security for
registered debt securities of the same series having the same stated
maturitydate and original issue date, in any authorized denominations, in like
tenor and in the same aggregate principal amount. The holder may exchange
those debt securities by surrendering them in a place of payment maintained
for this purpose at theoffice or agency NiSource has appointed as securities
registrar. Holders may present the debt securities for exchange or
registration of transfer, duly endorsed or accompanied by a duly executed
written instrument of transfer satisfactory toNiSource and the securities
registrar. No service charge will apply to any exchange or registration of
transfer, but NiSource may require payment of any taxes and other governmental
charges as described in the applicable Indenture. (SeeSection 305.)
If debt securities of any series are redeemed, NiSource will not be required
to issue, register transfer of or exchange any debtsecurities of that series
during the 15 business day period immediately preceding the day the relevant
notice of redemption is given. That notice will identify the serial numbers of
the debt securities being redeemed. After notice is given, NiSourcewill not be
required to issue, register the transfer of or exchange any debt securities
that have been selected to be either partially or fully redeemed, except the
unredeemed portion of any debt security being partially redeemed. (SeeSection
305.)
Payment and Paying Agents
Unlessotherwise indicated in the applicable prospectus supplement, on each
interest payment date, NiSource will pay interest on each debt security to the
person in whose name that debt security is registered as of the close of
business on the record daterelating to that interest payment date. If NiSource
defaults in the payment of interest on any debt security, it may pay that
defaulted interest to the registered owner of that debt security:
. as of the close of business on a date that the indenture trustee selects, which may not be more than
15 daysor less than 10 days before the date NiSource proposes to pay the defaulted interest, or
. in any other lawful manner that does not violate the requirements of any securities exchange
on which that debtsecurity is listed and that the indenture trustee deems practicable.
(See Section 307.)
Unless otherwise indicated in the applicable prospectus supplement, NiSource
will pay the principal of and any premium or interest on the debt securities
whenthey are presented at the office of the indenture trustee, as paying
agent. NiSource may change the place of payment of the debt securities,
appoint one or more additional paying agents, and remove any paying agent.
Redemption
The applicable prospectus supplement willcontain the specific terms on which
NiSource may redeem a series of debt securities prior to its stated maturity.
NiSource will send a notice of redemption to holders at least 30 days but not
more than 60 days prior to the redemption date. Thenotice will state:
. the redemption date;
. the redemption price;
. if less than all of the debt securities of the series are being redeemed, the particular debt
securities to beredeemed (and the principal amounts, in the case of a partial redemption);
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. that on the redemption date, the redemption price will become due and payable
and any applicable interest willcease to accrue on and after that date;
. the place or places of payment; and
. whether the redemption is for a sinking fund.
(See Section 1104.)
On or before any redemption date,NiSource will deposit an amount of money with
the indenture trustee or with a paying agent sufficient to pay the redemption
price and any accrued interest, if any, on the debt securities to be redeemed.
(See Section 1105.)
If NiSource is redeeming less than all the debt securities, the indenture
trustee will select the debt securities to be redeemed using a method it
considersfair and appropriate. After the redemption date, holders of redeemed
debt securities will have no rights with respect to the debt securities except
the right to receive the redemption price and any unpaid interest to the
redemption date. (SeeSections 1103 and 1106.)
Consolidation, Merger, Conveyance, Transfer or Lease
NiSource shall not consolidate with or merge into any other person or convey,
transfer or lease substantially all of its assets or properties to any
personunless:
. that person is organized under the laws of the United States or any state thereof;
. that person assumes NiSource's obligations under the Indentures;
. after giving effect to the transaction, NiSource is not in default under the Indentures and no event which,
afternotice or lapse of time, would become an event of default, shall have happened and be continuing;
. NiSource delivers to the indenture trustee an officer's certificate and an opinion
of counsel to the effectthat the transaction complies with the Indentures.
(See Section 801.)
Limitation on Liens
As long as any debt securitiesremain outstanding, neither NiSource nor any
subsidiary of NiSource, other than a utility, may issue, assume or guarantee
any debt for money borrowed secured by any mortgage, security interest,
pledge, lien or other encumbrance on any property ownedby NiSource or that
subsidiary, except intercompany indebtedness, without also securing the debt
securities (together with any other indebtedness of or guaranteed by NiSource
or such subsidiary ranking equally with such debt securities) equally
andratably with (or prior to) the new debt, unless the total amount of all of
the secured debt would not exceed 10% of the consolidated net tangible assets
of NiSource and its subsidiaries (other than utilities).
The lien limitations do not apply to NiSource's and any subsidiary's ability
to do the following:
. create mortgages on any property and on certain improvements and accessions on such
property acquired,constructed or improved after the date of the applicable Indenture;
. assume existing mortgages on any property or indebtedness of an entity which
is merged with or into, orconsolidated with NiSource or any subsidiary;
. assume existing mortgages on any property or indebtedness of an entity existing at the time it becomes asubsidiary;
. create mortgages to secure debt of a subsidiary to NiSource or to another subsidiary (other than a utility);
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. create mortgages in favor of governmental entities to secure payment under a contract or statute or mortgages tosecure the
financing of constructing or improving property, including mortgages for pollution control or industrial revenue bonds;
. create mortgages to secure debt of NiSource or its subsidiaries maturing
within 12 months and created in theordinary course of business;
. create mortgages to secure the cost of exploration, drilling or development of natural gas, oil or other mineralproperty;
. continue mortgages existing on the date of the applicable Indenture; and
. create mortgages to extend, renew or replace indebtedness secured by
any mortgage referred to above provided thatthe principal amount of
indebtedness and the property securing the indebtedness shall not exceed
the amount secured by the mortgage being extended, renewed or replaced.
(See Section 1008.)
Events of Default
The Indentures provide, with respect to any outstanding series of debt
securities, that any of the following events constitutes an "Event ofDefault":
. NiSource defaults in the payment of any interest upon any debt security of
that series that becomes due andpayable and the default continues for 60 days;
. NiSource defaults in the payment of principal of or any premium on any debt security of that series when due
atits maturity, on redemption, by declaration or otherwise and the default continues for three business days;
. NiSource defaults in the deposit of any sinking fund payment when due and the default continues for threebusiness days;
. NiSource defaults in the performance of or breaches any covenant or warranty
in the applicable Indenture for 90days after written notice to NiSource
from the indenture trustee or to NiSource and the indenture trustee from the
holders of at least 33% of the outstanding debt securities of that series;
. NiSource defaults under any bond, debenture, note or other evidence of indebtedness for money
borrowed by it ordefaults under any mortgage, indenture or instrument under which there
may be issued, secured or evidenced indebtedness for money borrowed constituting a failure
to pay in excess of $50,000,000 of the principal or interest when due and payable, and,in
the event such indebtedness has become due as the result of an acceleration, such acceleration
is not rescinded or annulled or such indebtedness is not paid within 60 days after
written notice to NiSource from the indenture trustee or to NiSourceand the indenture trustee
from the holders of at least 33% of the outstanding debt securities of that series; or
. certain events of bankruptcy, insolvency or reorganization of NiSource.
(See Section 501.)
If an Event of Default occurs withrespect to debt securities of a particular
series, the indenture trustee or the holders of 33% in principal amount of the
outstanding debt securities of that series may declare the debt securities of
that series due and payable immediately. (SeeSection 502.)
The holders of a majority in principal amount of the outstanding debt
securities of a particular series will have the right to directthe time,
method and place of conducting any proceeding for any remedy available to the
indenture trustee under the applicable Indenture, or exercising any trust or
power conferred on the indenture trustee with respect to the debt securities
of thatseries. The indenture trustee may refuse to follow directions that
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are in conflict with any rule of law or the applicable Indenture, that expose
the indenture trustee to personal liability or that are unduly prejudicial to
other holders. The indenture trusteemay take any other action it deems proper
that is not inconsistent with those directions. (See Section 512.)
The holders of a majority in principalamount of the outstanding debt
securities of any series may waive any past default under the applicable
Indenture and its consequences, except a default:
. in respect of a payment of principal of, or premium, if any, or interest on any debt security; or
. in respect of a covenant or provision that cannot be modified or amended
without the consent of the holder ofeach affected debt security.
(See Section 513.)
At any time after the holders of the debt securities of a series declare that
the debt securities of that series are due and immediately payable, holders of
amajority in principal amount of the outstanding debt securities of that
series may rescind and cancel the declaration and its consequences: (1) before
the indenture trustee has obtained a judgment or decree for money, (2) if all
events ofdefault (other than the
non-payment
of principal which has become due solely by reason of the declaration) have
been waived or cured, and (3) if NiSource has paid or deposited with the
indenture trusteean amount sufficient to pay:
. all overdue interest on the debt securities of that series;
. the principal of, and premium, if any, or interest on any debt securities of that
series which are due other thanby reason of the declaration of acceleration;
. interest on overdue interest (if lawful); and
. sums paid or advanced by and amounts due to the indenture trustee under the applicable Indenture.
(See Section 502.)
Modificationof Indentures
NiSource and the indenture trustee may modify or amend one or both of the
Indentures, without the consent of the holders of any debtsecurities, for any
of the following purposes:
. to evidence the succession of another person as obligor under the Indenture;
. to add to NiSource's covenants or to surrender any right or power conferred on NiSource under the Indenture;
. to add events of default;
. to add or change any provisions of the Indenture to provide that bearer
securities may be registrable as toprincipal, to change or eliminate any
restrictions on the payment of principal or premium on registered
securities or of principal or premium or any interest on bearer securities,
to permit registered securities to be exchanged for bearer securitiesor
to permit the issuance of securities in uncertificated form (so long as
the modification or amendment does not adversely affect the interest of
the holders of debt securities of any series in any material respect);
. to change or eliminate any provisions of the Indenture (so long as there are
no outstanding debt securitiesentitled to the benefit of the provision);
. to secure the debt securities;
. to establish the form or terms of debt securities of any series;
. to evidence and provide for the acceptance of appointment by a successor indenture trustee or
facilitate theadministration of the trust under the Indenture by more than one indenture trustee;
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. to cure any ambiguity, defect or inconsistency in the Indenture (so long as the cure or modification does
notadversely affect the interest of the holders of debt securities of any series in any material respect); or
. to conform the Indenture to any amendment of the Trust Indenture Act.
(See Section 901.)
Each Indenture provides that we andthe indenture trustee may amend the
Indenture or the debt securities with the consent of the holders of a majority
in principal amount of the then outstanding debt securities of each series
affected by the amendment voting as one class. However,without the consent of
each holder of any outstanding debt securities affected, an amendment or
modification may not, among other things:
. change the stated maturity of the principal or interest on any debt security;
. reduce the principal amount of, rate of interest on, or premium payable upon the redemption of any debt security;
. change the method of calculating the rate of interest on any debt security;
. change any obligation of NiSource to pay additional amounts in respect of any debt security;
. reduce the principal amount of a discount security that would be payable upon acceleration of its maturity;
. change the place or currency of payment of principal of, or any premium or interest on, any debt security;
. impair a holder's right to institute suit for the enforcement of any payment
after the stated maturity orafter any redemption date or repayment date;
. reduce the percentage in principal amount of outstanding debt securities, the consent of whose holders
isnecessary to modify or amend the Indenture or to consent to any waiver under the Indenture;
. change any obligation of NiSource to maintain an office or agency in each place
of payment or to maintain anoffice or agency outside the United States; and
. modify these requirements or reduce the percentage in principal amount of outstanding debt
securities, theconsent of whose holders is necessary to waive any past default of certain covenants.
(See Section 902.)
Satisfaction and Discharge
Under the Indentures,NiSource can terminate its obligations with respect to
debt securities of all series not previously delivered to the indenture
trustee for cancellation when those debt securities:
. have become due and payable;
. will become due and payable at their stated maturity within one year; or
. are to be called for redemption within one year under arrangements
satisfactory to the indenture trustee forgiving notice of redemption.
NiSource may terminate its obligations with respect to the debt securities of
that series by depositingwith the indenture trustee, as trust funds dedicated
solely for that purpose, an amount sufficient to pay and discharge the entire
indebtedness on the debt securities of that series. In that case, the
applicable Indenture will cease to be of furthereffect and NiSource's
obligations will be satisfied and discharged with respect to that series
(except as to NiSource's obligations to pay all other amounts due under the
applicable Indenture and to provide certain
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officers' certificates and opinions of counsel to the indenture trustee). At
the expense of NiSource, the indenture trustee will execute proper instruments
acknowledging the satisfaction anddischarge.
(See Section 401.)
Governing Law
Each of the Indentures is, and the related senior debt securities and
subordinated debt securities will be, governed by the internal laws of the
Stateof New York.
Information Concerning the Indenture Trustee
Prior to default, the indenture trustee will perform only those duties
specifically set forth in the Indentures. After default, the indenture trustee
willexercise the same degree of care as a prudent individual would exercise in
the conduct of his or her own affairs. The indenture trustee is not required
to expend or risk its own funds or otherwise incur personal financial
liability in theperformance of its duties if it reasonably believes that it
may not receive repayment or adequate indemnity. (See Section 601.)
Because The Bank ofNew York Mellon is the trustee under the Senior Indenture
and the Subordinated Indenture, it may be required to resign as trustee under
one of those Indentures if there is an event of default under an Indenture.
We may appoint an alternative trustee for any series of debt securities. The
appointment of an alternative trustee would be described in the applicableprospe
ctus supplement.
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DESCRIPTION OF WARRANTS
NiSource may issue warrants to purchase equity or debt securities. NiSource
may issue warrants independently or together with any offered securities.
Thewarrants may be attached to or separate from those offered securities.
NiSource will issue the warrants under warrant agreements to be entered into
between NiSource and a bank or trust company, as warrant agent, all as
described in the applicableprospectus supplement. The warrant agent will act
solely as agent in connection with the warrants and will not assume any
obligation or relationship of agency or trust for or with any holders or
beneficial owners of warrants.
The prospectus supplement relating to any warrants that we may offer will
contain the specific terms of the warrants. These terms may include the
following:
. the title of the warrants;
. the designation, amount and terms of the securities for which the warrants are exercisable;
. the designation and terms of the other securities, if any, with which the warrants
are to be issued and thenumber of warrants issued with each other security;
. the price or prices at which the warrants will be issued;
. the aggregate number of warrants;
. any provisions for adjustment of the number or amount of securities receivable
upon exercise of the warrants orthe exercise price of the warrants;
. the price or prices at which the securities purchasable upon exercise of the warrants may be purchased;
. if applicable, the date on and after which the warrants and the securities
purchasable upon exercise of thewarrants will be separately transferable;
. if applicable, a discussion of the material U.S. federal income tax considerations applicable to the exercise ofthe warrants;
. any other terms of the warrants, including terms, procedures and
limitations relating to the exchange andexercise of the warrants;
. the date on which the right to exercise the warrants will commence, and the date on which the right will expire;
. the maximum or minimum number of warrants that may be exercised at any time; and
. information with respect to book-entry procedures, if any.
Exercise of Warrants
Each warrant will entitle theholder of warrants to purchase for cash the
amount of equity or debt securities at the exercise price stated or
determinable in the prospectus supplement for the warrants. Warrants may be
exercised at any time up to the close of business on theexpiration date shown
in the applicable prospectus supplement, unless otherwise specified in such
prospectus supplement. After the close of business on the expiration date,
unexercised warrants will become void. Warrants may be exercised asdescribed
in the applicable prospectus supplement. When the warrant holder makes the
payment and properly completes and signs the warrant certificate at the
corporate trust office of the warrant agent or any other office indicated in
the prospectussupplement, NiSource will, as soon as possible, forward the
equity or debt securities that the warrant holder has purchased. If the
warrant holder exercises the warrant for less than all of the warrants
represented by the warrant certificate,NiSource will issue a new warrant
certificate for the remaining warrants.
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DESCRIPTION OF STOCK PURCHASE CONTRACTS AND STOCK PURCHASEUNITS
NiSource may issue stock purchase contracts, including contracts obligating
holders to purchase from NiSource, and for NiSource to sell to theholders, a
specified number of shares of common stock or preferred stock at a future date
or dates ("Stock Purchase Contracts"). The price per share of common stock and
the number of shares of common stock may be fixed at the time thestock
purchase contracts are issued or may be determined by reference to a specific
formula stated in the stock purchase contracts.
The stock purchasecontracts may be issued separately or as part of units that
we call "stock purchase units." Stock purchase units consist of a stock
purchase contract and either NiSource's debt securities or U.S. treasury
securities, securing theholders' obligations to purchase the shares of our
common stock or preferred stock under the stock purchase contracts.
The stock purchase contractsmay require us to make periodic payments to the
holders of the stock purchase units or vice versa, and these payments may be
unsecured or prefunded on some basis. The stock purchase contracts may require
holders to secure their obligations in aspecified manner.
The applicable prospectus supplement will describe the terms of the stock
purchase contracts or stock purchase units. The descriptionin the prospectus
supplement will only be a summary, and you should read the stock purchase
contracts, and, if applicable, collateral or depositary arrangements, relating
to the stock purchase contracts or stock purchase units. Material U.S.
federalincome tax considerations applicable to the stock purchase units and
the stock purchase contracts will also be discussed in the applicable
prospectus supplement.
As of October 28, 2022, we had 8,625,000 Series A Equity Units outstanding,
which were initially issued in the form of Series A Corporate Units,
eachconsisting of (i) a forward contract to purchase shares of NiSource's
common stock on December 1, 2023, subject to early settlement in certain
situations, and (ii) a 10% undivided beneficial ownership interest in one
share ofSeries C Preferred Stock.
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BOOK-ENTRY ISSUANCE
Unless otherwise specified in the applicable prospectus supplement, NiSource
will issue any debt securities offered under this prospectus as "globalsecuritie
s." In addition, NiSource may issue other securities offered under this
prospectus as global securities. We will describe the specific terms for
issuing any security as a global security in the prospectus supplement
relating to thatsecurity.
Unless otherwise specified in the applicable prospectus supplement, The
Depository Trust Company, or DTC, will act as the depositary for anyglobal
securities. NiSource will issue global securities as fully registered
securities registered in the name of DTC's nominee, Cede & Co. NiSource will
issue one or more fully registered global securities for each issue
ofsecurities, each in the aggregate principal, stated amount or number of
shares of such issue, and will deposit the global securities with DTC.
DTC is alimited-purpose trust company organized under the New York Banking
Law, a "banking organization" within the meaning of the New York Banking Law,
a member of the Federal Reserve System, a "clearing corporation" within the
meaningof the New York Uniform Commercial Code, and a "clearing agency"
registered under the provisions of Section 17A of the Securities Exchange Act.
DTC holds and provides asset servicing for U.S. and
non-U.S.
equity issues, corporate and municipal debt issues and money market
instruments that DTC's participants deposit with DTC. DTC also facilitates the
post-trade settlement among its directparticipants of sales and other
securities transactions in deposited securities, through electronic
computerized book-entry transfers and pledges between its direct participants'
accounts. This eliminates the need for physical movement ofsecurities
certificates. DTC's direct participants include both U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies, clearing corporations
and certain other organizations. Access tothe DTC system is also available to
others such as U.S. and
non-U.S.
securities brokers and dealers, banks, trust companies and clearing
corporations that clear through or maintain a custodial relationshipwith a DTC
participant, either directly or indirectly. The DTC rules applicable to its
participants are on file with the SEC.
Purchases of securitiesunder DTC's system must be made by or through a direct
participant, which will receive a credit for such securities on DTC's records.
The ownership interest of each actual purchaser of each security, the
beneficial owner, is in turn to berecorded on the records of direct and
indirect participants. Beneficial owners will not receive written confirmation
from DTC of their purchases, but they should receive written confirmations
providing details of the transactions, as well asperiodic statements of their
holdings, from the participants through which they entered into the
transactions. Transfers of ownership interests in the securities are to be
accomplished by entries made on the books of participants acting on behalf
ofbeneficial owners. Beneficial owners will not receive certificates
representing their ownership interests in securities, except in the event that
use of the book-entry system for the securities is discontinued.
To facilitate subsequent transfers, all global securities that are deposited
with, or on behalf of, DTC are registered in the name of DTC's nominee,Cede &
Co., or such other name as may be requested by an authorized representative of
DTC. The deposit of global securities with, or on behalf of, DTC and their
registration in the name of Cede & Co. or such other DTC nominee donot effect
any changes in beneficial ownership. DTC has no knowledge of the actual
beneficial owners of the securities; DTC's records reflect only the identity
of the direct participants to whose accounts such securities are credited,
which mayor may not be the beneficial owners. The participants will remain
responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to direct participants,
by direct participants to indirect participants and by direct and
indirectparticipants to beneficial owners will be governed by arrangements
among them, subject to any statutory or regulatory requirements as may be in
effect from time to time.
Redemption notices will be sent to DTC. If less than all of the securities of
like type, tenor and terms are being redeemed, DTC's practice is todetermine
by lot the amount of the interest of each direct participant in such issue to
be redeemed.
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Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote
with respect to theglobal securities unless authorized by a direct participant
in accordance with DTC's procedures. Under its usual procedures, DTC mails an
omnibus proxy to NiSource as soon as possible after the applicable record
date. The omnibus proxy assignsCede & Co.'s consenting or voting rights to
those direct participants to whose accounts the securities are credited on the
applicable record date (identified in a listing attached to the omnibus proxy).
Redemption proceeds, principal payments and any premium, interest or other
payments on the global securities will be made to Cede & Co., or suchother
nominee as may be requested by an authorized representative of DTC. DTC's
practice is to credit direct participants' accounts upon DTC's receipt of
funds and corresponding detail information on the payable date in
accordancewith their respective holdings shown on DTC's records. Payments by
participants to beneficial owners will be governed by standing instructions
and customary practices, as is the case with securities held for the accounts
of customers registeredin "street name," and will be the responsibility of the
participant and not of DTC, NiSource or the indenture trustee, subject to any
statutory or regulatory requirements. Payment of redemption proceeds,
principal and any premium, interestor other payments to Cede & Co. (or such
other nominee as may be requested by an authorized representative of DTC) is
the responsibility of NiSource and the applicable paying agent, disbursement
of payments to direct participants will bethe responsibility of DTC, and
disbursement of payments to the beneficial owners will be the responsibility
of direct and indirect participants.
Exceptas provided in the applicable prospectus supplement, a beneficial owner
will not be entitled to receive physical delivery of a security. Accordingly,
each beneficial owner must rely on the procedures of DTC to exercise any
rights with respect tosuch beneficial owner's interest in a global security.
The laws of some jurisdictions require that certain purchasers of securities
take physical delivery of securities in definitive form. Such laws may impair
the ability to transfer beneficialinterests in the global securities.
DTC may discontinue providing its services as securities depositary with
respect to the global securities at any timeby giving reasonable notice to
NiSource or, with respect to a debt security, the indenture trustee. Under
such circumstances, in the event that a successor securities depositary is not
obtained, certificates for the securities are required to beprinted and
delivered to the holders of record.
NiSource may decide to discontinue use of the system of book-entry transfers
through DTC (or a successorsecurities depositary). NiSource understands,
however, that under current industry practices, DTC would notify its
participants of NiSource's decision, but will only withdraw beneficial
interests from the global securities at the request ofeach participant. In
that event, certificates for the securities will be printed and delivered to
the applicable participants.
The information in thissection concerning DTC and DTC's book-entry system has
been obtained from sources that we believe to be reliable, but we take no
responsibility for the accuracy of this information. We have no responsibility
for the performance by DTC or itsparticipants of their respective obligations
as described herein or under the rules and procedures governing their
respective operations.
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PLAN OF DISTRIBUTION
We may sell the securities to or through underwriters, through dealers or
agents, directly to you or through a combination of these methods. The
prospectussupplement with respect to any offering of securities will describe
the specific terms of the securities being offered, including:
. the name or names of any underwriters, dealers or agents;
. the purchase price of the securities and the proceeds to NiSource from the sale;
. any underwriting discounts and commissions or agency fees and other items constituting underwriters' oragents' compensation;
. any initial public offering price;
. any discounts or concessions allowed or reallowed or paid to dealers; and
. any securities exchange on which the offered securities may be listed.
Through Underwriters.
If we use underwriters in the sale of the securities, the underwriters will
acquire the offered securities for their own account.We will execute an
underwriting agreement with an underwriter or underwriters once an agreement
for sale of the securities is reached. The underwriters may resell the offered
securities in one or more transactions, including negotiated transactions,at a
fixed public offering price or at varying prices determined at the time of
sale. The underwriters may sell the offered securities directly or through
underwriting syndicates represented by managing underwriters. Unless otherwise
stated in theprospectus supplement relating to offered securities, the
obligations of the underwriters to purchase those offered securities will be
subject to certain conditions, and the underwriters will be obligated to
purchase all of those offered securitiesif they purchase any of them.
Through Dealers.
If we use a dealer to sell the securities, we will sell the offered securities
to the dealer asprincipal. The dealer may then resell those offered securities
at varying prices determined at the time of resale. Any initial public
offering price and any discounts or concessions allowed or reallowed or paid
to dealers may be changed from time totime.
Through Agents.
If we use agents in the sale of securities, we may designate one or more
agents to sell offered securities.
Directly to Purchasers.
We may sell the offered securities directly to one or more purchasers. In this
case, no underwriters, dealers or agents wouldbe involved. We will describe
the terms of our direct sales in our prospectus supplement.
General Information.
A prospectus supplement will statethe name of any underwriter, dealer or agent
and the amount of any compensation, underwriting discounts or concessions
paid, allowed or reallowed to them. A prospectus supplement will also state
the proceeds to us from the sale of offeredsecurities, any initial public
offering price and other terms of the offering of those offered securities.
Our agents, underwriters and dealers, or theiraffiliates, may be customers of,
engage in transactions with or perform services for us in the ordinary course
of business.
We may authorize agents,underwriters or dealers to solicit offers by certain
institutions to purchase offered securities from us at the public offering
price and on terms described in the related prospectus supplement pursuant to
delayed delivery or forward contractsproviding for payment and delivery on a
specified date in the future. If we use delayed delivery contracts, we will
disclose that we are using them in our prospectus supplement and will tell you
when we will demand payment and delivery of thesecurities. The delayed
delivery contracts will be subject only to the conditions we set forth in our
prospectus supplement.
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We may enter into agreements to indemnify agents, underwriters and dealers
against certain civilliabilities, including liabilities under the Securities
Act of 1933.
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LEGAL OPINIONS
Baker & McKenzie LLP, Chicago, Illinois, will pass upon certain legal matters
relating to the validity of the securities offered by this prospectusfor us.
The opinions with respect to the securities may be subject to assumptions
regarding future action to be taken by us and the trustee, if applicable, in
connection with the issuance and sale of the securities, the specific terms of
thesecurities and other matters that may affect the validity of securities but
that cannot be ascertained on the date of those opinions.
EXPERTS
The consolidated financial statements and the related financial statement
schedule, incorporated by reference in this prospectus to theNiSource Inc.
Annual Report on Form
10-K,
and the effectiveness of NiSource Inc. and subsidiaries' internal control over
financial reporting have been audited by Deloitte & Touche LLP, anindependent
registered public accounting firm, as stated in their reports. Such
consolidated financial statements and financial statement schedule have been
so incorporated in reliance upon the reports of such firm given their
authority as expertsin accounting and auditing.
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$
NiSource Inc.
%
Fixed-to-Fixed
Reset Rate
Junior Subordinated Notes due 2055
PreliminaryProspectus Supplement
Joint Book-Running Managers
BofA Securities
GoldmanSachs & Co. LLC
J.P. Morgan
Morgan Stanley
WellsFargo Securities
September , 2024
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