Item 1.
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Description of Registrants Securities to be Registered.
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The securities to be registered hereby are depositary shares (the Depositary Shares), each representing a 1/1,000th ownership
interest in a share of 6.50% Series B Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, par value $0.01 per share, liquidation preference $25,000 per share (the Series B Preferred Stock), and a 1/1,000th ownership
interest in a share of Series
B-1
Preferred Stock, par value $0.01 per share, liquidation preference $0.01 per share (the Series
B-1
Preferred Stock), of
NiSource Inc. (the Registrant). The Depositary Shares were issued on December 5, 2018, at which time they represented only an ownership interest in the Series B Preferred Stock. The Series
B-1
Preferred Stock was subsequently issued on December 27, 2018 as a
share-for-share
distribution with respect to the Series B Preferred Stock.
The descriptions of the Depositary Shares and the underlying Series B Preferred Stock are contained in the sections captioned (i)
Description of the Series B Preferred Stock and Description of the Depositary Shares in the Registrants prospectus supplement, dated November 28, 2018, to the Registrants prospectus, dated November 28,
2018 (the Prospectus), included in the Registrants registration statement on Form
S-3
(File
No. 333-214360),
as amended, and
(ii) Description of Capital Stock and Description of Depositary Shares in the Prospectus, and such descriptions are incorporated herein by reference. Such description of the Depositary Shares is supplemented to reflect
that each Depositary Share represents, in addition to a 1/1,000
th
ownership interest in a share of Series B Preferred Stock, an identical ownership interest in a share of Series
B-1
Preferred Stock, as a result of which the holders of the Depositary Shares have the additional voting and other rights described below.
The Series
B-1
Preferred Stock was issued as a distribution 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 Exchanges 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 the underlying 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 be transferred (to the same transferee), redeemed or repurchased, as the case may be. If and
whenever dividends on any shares of 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 the Board of
Directors of the Registrant (the Board of Directors) shall automatically be increased by two and the holders of Series
B-1
Preferred Stock, voting as a class together with the holders of any
outstanding securities ranking on a parity with the Series
B-1
Preferred Stock and having like voting rights that are exercisable at the time and entitled to vote thereon (Voting Preferred Stock),
shall be entitled to elect the two additional directors (the Preferred Stock Directors), provided that it shall be a qualification for election for any such Preferred Stock Director that (i) the election of such director shall not
cause the Registrant to violate the corporate governance requirements of the New York Stock Exchange (or any other securities exchange or other trading facility on which securities of the Registrant may then be listed or traded) that listed or
traded companies must have a majority of independent directors and (ii) such director shall not be prohibited or disqualified from serving as a director on the Board of Directors by any applicable law, and provided further that the Board of
Directors shall at no time include more than two Preferred Stock Directors.