Filed pursuant to Rule 424(b)(5)
File No. 333-268084
Prospectus Supplement
(To Prospectus dated November 1,
2022)
Up to $900,000,000
NiSource Inc.
Common Stock
We may issue,
offer and sell up to an aggregate of $900,000,000 of our common stock, par value $0.01 per share (common stock) from time to time through Barclays Capital Inc. (Barclays), BMO Capital Markets Corp. (BMO), BofA
Securities, Inc. (BofAS), Goldman Sachs & Co. LLC (Goldman Sachs), J.P. Morgan Securities LLC (J.P. Morgan), Morgan Stanley & Co. LLC (Morgan Stanley), MUFG Securities Americas Inc.
(MUFG) and Wells Fargo Securities, LLC (Wells Fargo), as our agents under separate equity distribution agreements. We refer to Barclays, BMO, BofAS, Goldman Sachs, J.P. Morgan, Morgan Stanley, MUFG and Wells Fargo
collectively as the sales agents. Each equity distribution agreement was entered into on February 22, 2024 (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. We entered into master forward sale confirmations with each of the forward purchasers on
February 22, 2024.
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 gross sales price in excess of $900,000,000. 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 $900,000,000, (2) December 31, 2025 (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, 2025) and (3) early termination of each 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.
The shares of our common stock to which this prospectus supplement relates may be offered and sold by any method or payment permitted by law
to be an at the market offering as defined in Rule 415 under the Securities Act of 1933, as amended (the Securities Act), including by means of ordinary brokers transactions on the New York Stock Exchange, the existing
trading market for our shares of common stock, or otherwise at market prices prevailing at the time of sale, 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 trades), as we and any sales agent agree to in writing. The sales agents are not required to sell any specific number or dollar amount of shares of
our common stock, but each of them and the forward seller, as applicable, will use its commercially reasonable efforts to sell shares designated by us in accordance with the equity distribution agreements. The sales agents will not engage in any
transactions that stabilize our common stock. There is no arrangement for funds to be received in an escrow, trust or similar arrangement.
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 21, 2024 was $26.25 per share.
Investing in
our common stock involves risks. For a discussion of these risks, please refer to Risk Factors beginning on page S-5 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 these securities 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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BMO Capital Markets |
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BofA Securities |
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Goldman Sachs & Co. LLC |
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J.P. Morgan |
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Morgan Stanley |
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MUFG |
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Wells Fargo Securities |
The date of this prospectus supplement is February 22, 2024.