Prospectus Supplement
(To Prospectus dated November 1, 2019)
Up
to $750,000,000
NiSource Inc.
Common Stock
We may issue,
offer and sell up to an aggregate of $750,000,000 of our common stock from time to time through Barclays Capital Inc. (Barclays), J.P. Morgan Securities LLC (J.P. Morgan), KeyBanc Capital Markets Inc. (KeyBanc),
Mizuho Securities USA LLC (Mizuho), Morgan Stanley & Co. LLC (Morgan Stanley) and Wells Fargo Securities, LLC (Wells Fargo), as our agents under separate equity distribution agreements. We refer to
Barclays, J.P. Morgan, KeyBanc, Mizuho, Morgan Stanley and Wells Fargo collectively as the sales agents. Each equity distribution agreement was entered into on February 22, 2021 (each, an equity distribution agreement, and
collectively, the equity distribution agreements). Each equity distribution agreement provides that, in addition to the issuance and sale of shares of our common stock by us through the applicable sales agent, we also may enter into
forward sale agreements under a separate master forward sale confirmation and related supplemental confirmation between us and such sales agent or its affiliate. We refer to these entities, when acting in such capacity, as forward purchasers. In
connection with each forward sale agreement, the relevant forward purchaser (or its affiliate) will, at our request, attempt to borrow from third parties and, through the relevant sales agent, sell a number of shares of our common stock equal to the
number of shares of our common stock that underlie the forward sale agreement to hedge the forward sale agreement. We refer to each of the sales agents, when acting as the agent for a forward purchaser, as a forward seller.
In no event will the aggregate number of shares of our common stock sold through the sales agents, as our agents and as forward sellers, under
the equity distribution agreements have an aggregate sales price in excess of $750,000,000. The offering of our common stock pursuant to the equity distribution agreements will terminate upon the earliest of (1) the sale, under the equity
distribution agreements, of shares of our common stock with an aggregate sales price equal to $750,000,000, (2) December 31, 2023 (provided that each relevant equity distribution agreement will continue in effect for the duration of, and solely
with respect to, any forward stock purchase transaction entered into, but not yet settled, before December 31, 2023) and (3) early termination of the equity distribution agreements, including by us or the other parties at any time upon
written notice.
We will not initially receive any proceeds from the sale of borrowed shares of our common stock by a forward seller. We
expect to receive proceeds from the sale of shares of our common stock upon future physical settlement of the relevant forward sale agreement with the relevant forward purchaser on dates specified by us on or prior to the maturity date of the
relevant forward sale agreement. If we elect to cash settle or net share settle a forward sale agreement, we may not (in the case of cash settlement) or will not (in the case of net share settlement) receive any proceeds, and we may owe cash (in the
case of cash settlement) or shares of our common stock (in the case of net share settlement) to the relevant forward purchaser.
Sales of
the shares of our common stock, if any, under any equity distribution agreement will be made in at the market offerings as defined in Rule 415 of the Securities Act of 1933, as amended (the Securities Act), including sales
made directly on the New York Stock Exchange, the existing trading market for shares of our common stock, or sales made to or through a market maker or through an electronic communications network. In addition, shares of our common stock may be
offered and sold by such other methods, including privately negotiated transactions (including block transactions), as we and any sales agent agree to in writing. The sales agents will not engage in any transactions that stabilize our common stock.
The shares of our common stock will be offered at market prices prevailing at the time of sale. We will pay each sales agent a commission
of up to 2% of the sales price of all shares of our common stock sold through it as our sales agent under the applicable equity distribution agreement. The remaining sales proceeds, after deducting any expenses payable by us and any transaction fees
imposed by any governmental, regulatory or self-regulatory organization in connection with the sales, will be our net proceeds for the sale of the shares. In connection with each forward sale agreement, the relevant forward seller will receive,
reflected in a reduced initial forward sale price payable by the relevant forward purchaser under its forward sale agreement, a commission of up to 2% of the volume weighted average of the sales prices of all borrowed shares of our common stock sold
during the applicable period by it as a forward seller.
Our common stock is listed on the New York Stock Exchange under the symbol
NI. The last reported sale price of our common stock on the New York Stock Exchange on February 19, 2021 was $22.84 per share.
Investing in
our common stock involves risks. For a discussion of these risks, please refer to Risk Factors beginning on page S-4 of this prospectus supplement and the
Risk Factors section our most recent Annual Report on Form 10-K.
Neither the
Securities and Exchange Commission nor any other regulatory body has approved or disapproved of the common stock or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
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Barclays
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J.P. Morgan
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KeyBanc Capital Markets
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Mizuho Securities
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Morgan Stanley
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Wells Fargo Securities
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The date of this prospectus supplement is February 22, 2021.