NiSource Inc. (NYSE: NI) (“NiSource”) announced today that it
has established an “at-the-market” (“ATM”) equity offering program
under which it may sell shares of its common stock having an
aggregate gross sales price of up to $900 million through December
31, 2025.
NiSource has entered into separate equity distribution
agreements with each of Barclays Capital Inc., BMO Capital Markets
Corp., BofA Securities, Goldman Sachs & Co. LLC, J.P. Morgan
Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities
Americas Inc. and Wells Fargo Securities, LLC in their respective
capacities as sales agents and as forward sellers (collectively,
the “Agents”). Pursuant to these agreements, sales of shares of
NiSource’s common stock 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 shares of NiSource’s 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 to the issuance and sale of shares of its common
stock through the Agents, NiSource may also enter into forward sale
agreements under a separate master forward sale confirmation and
related supplemental confirmation with the Agents or certain of
their respective affiliates, each in their capacity as forward
purchasers (collectively, the “Forward Purchasers”). In connection
with each forward sale agreement, the relevant Forward Purchaser
(or its affiliate) will, at NiSource’s request, attempt to borrow
from third parties and, through the relevant Agent, sell a number
of shares of NiSource’s common stock equal to the number of shares
that underlie the forward sale agreement to hedge such forward sale
agreement.
NiSource intends to use the proceeds from the sales, if any, of
the shares of its common stock for general corporate purposes,
including to finance capital expenditures, for working capital and
to repay existing indebtedness.
A registration statement relating to these securities is
effective under the Securities Act. The offering is being made by
means of a prospectus supplement to the prospectus contained in the
registration statement. Before making an investment in these
securities, potential investors should read the prospectus
supplement and the accompanying prospectus for more complete
information about NiSource and the offering. Potential investors
may obtain these documents for free by visiting EDGAR on the
Securities and Exchange Commission’s (“SEC”) website at
www.sec.gov. Alternatively, potential investors may contact any
Agent participating in the offering, who will arrange to send them
these documents: Barclays Capital Inc., c/o Broadridge Financial
Solutions, 1155 Long Island Avenue, Edgewood, New York 11717,
barclaysprospectus@broadridge.com, (888) 603-5847; BMO Capital
Markets Corp., Attn: Equity Syndicate Department, 151 W 42nd
Street, 32nd Floor, New York, NY 10036, email:
bmoprospectus@bmo.com; BofA Securities, NC1-022-02-25, 201 North
Tryon Street, Charlotte, NC 28255-0001, Attn: Prospectus
Department, Email: dg.prospectus_requests@bofa.com; Goldman Sachs
& Co. LLC, Prospectus Department, 200 West Street, New York, NY
10282, telephone: 1-866-471-2526, facsimile: 212-902-9316 or by
emailing Prospectus-ny@ny.email.gs.com; J.P. Morgan Securities LLC,
c/o Broadridge Financial Solutions, 1155 Long Island Avenue,
Edgewood, NY 11717, Telephone: (866) 803-9204; Morgan Stanley at
Morgan Stanley & Co. LLC, Attention: Prospectus Department, 180
Varick Street, 2nd Floor, New York, NY 10014; MUFG Securities
Americas Inc., 1221 Avenue of the Americas, 6th Floor, New York,
New York 10020-1001; Wells Fargo Securities, 90 South 7th Street,
5th Floor, Minneapolis, MN 55402, at 800-645-3751 (option #5) or
email a request to WFScustomerservice@wellsfargo.com.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy, nor shall there be any sale of
these securities, in any state or other jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state or
other jurisdiction.
About NiSource
NiSource Inc. (NYSE: NI) is one of the largest fully-regulated
utility companies in the United States, serving approximately 3.3
million natural gas customers and 500,000 electric customers across
six states through its local Columbia Gas and NIPSCO brands. The
mission of our approximately 7,400 employees is to deliver safe,
reliable energy that drives value to our customers. NiSource is a
member of the Dow Jones Sustainability - North America Index and is
on Forbes lists of America’s Best Employers for Women and
Diversity. Learn more about NiSource’s record of leadership in
sustainability, investments in the communities it serves and how we
live our vision to be an innovative and trusted energy partner at
www.NiSource.com. NI-F
The content of our website is not incorporated by reference into
this document or any other report or document NiSource files with
the Securities and Exchange Commission (“SEC”).
Forward-Looking Statements
This press release contains “forward-looking statements,” within
the meaning of Section 27A of the Securities, and Section 21E of
the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). Forward-looking statements in this press release include,
but are not limited to, the anticipated use of proceeds and any and
all underlying assumptions and other statements that are other than
statements of historical fact. 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 factors could cause actual results to
differ materially from those projected. Expressions of future goals
and expectations and similar expressions, including “may,” “will,”
“should,” “could,” “would,” “aims,” “seeks,” “expects,” “plans,”
“anticipates,” “intends,” “believes,” “estimates,” “predicts,”
“potential,” “targets,” “forecast,” and “continue,” reflecting
something other than historical fact are intended to identify
forward-looking statements. All forward-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 projections, forecasts, estimates and expectations
discussed in this press release include, among other things, 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 energy sources 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 significant
losses; 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 an adequate, reliable and cost-effective fuel supply to
meet customer demand; our ability to attract, retain or re-skill a
qualified, diverse workforce and 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 reduction goals, 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, or changes in investor sentiment;
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 Operations,” of our Annual Report on Form 10-K for the
fiscal year ended December 31, 2023, and our subsequent SEC
filings, some of which risks are beyond our control.
All forward-looking statements are expressly qualified in their
entirety by the foregoing cautionary statements. We undertake no
obligation to, and expressly disclaim any such obligation to,
update or revise any forward-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.
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version on businesswire.com: https://www.businesswire.com/news/home/20240222042037/en/
Media Lynne Evosevich
Corporate Media Relations (724) 288-1611 levosevich@nisource.com
Investors Christopher Turnure
Investor Relations (614) 404-9426 cturnure@nisource.com Michael
Weisenburger Investor Relations (614) 202-2595
mweisenburger@nisource.com
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