NiSource Inc. (NYSE:NI) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
|
Entry into a Material Definitive Agreement |
On May3, 2017, NiSource Inc. (the Company) entered into four
separate equity distribution agreements, each dated May3, 2017
(the Equity Distribution Agreements), with Morgan Stanley Co. LLC
(Morgan Stanley), Merrill Lynch, Pierce, Fenner Smith
Incorporated (Merrill Lynch), BNP Paribas Securities Corp. and
RBC Capital Markets, LLC, respectively, as sales agents (the
Agents) relating to issuances, offers and sales of shares of the
Companys common stock, par value $0.01 per share. In accordance
with the terms of the Equity Distribution Agreements, the Company
may offer and sell up to an aggregate of $500,000,000 of its
common stock (including shares of common stock that may be sold
to the forward sale agreements described below, the Shares) from
time to time through any of the Agents, acting in their capacity
as sales agents or, in the case of Morgan Stanley and Merrill
Lynch, as forward sellers, as described below. The sales of
Shares under the Equity Distribution Agreements will be made in
transactions that are deemed to be at-the-market offerings,
including sales made by means of ordinary brokers transactions on
the New York Stock Exchange or otherwise at market prices
prevailing at the time of sale or as agreed to with the
applicable Agent.
The Equity Distribution Agreements with Morgan Stanley and
Merrill Lynch provide that, in addition to the issuance and sale
of the shares by the Company through Morgan Stanley and Merrill
Lynch, as Agents, the Company may enter into forward sale
agreements with Morgan Stanley and an affiliate of Merrill Lynch
(when acting in its capacity under such a forward sale agreement,
a Forward Purchaser). Concurrently with, and to, the Equity
Distribution Agreements with Morgan Stanley and Merrill Lynch,
the Company entered into two separate master forward sale
confirmations (the Master Forward Sale Confirmations) with the
Forward Purchasers. In connection with each forward sale
agreement under a Master Forward Sale Confirmation, the relevant
Forward Purchaser will, at the Companys request, borrow from
third parties and, through the relevant Agent, sell a number of
Shares equal to the number of Shares underlying the particular
forward sale agreement to hedge the forward sale agreement (each
of Morgan Stanley and Merrill Lynch, when acting as agent for a
Forward Purchaser, a Forward Seller).
The Company will not initially receive any proceeds from the sale
of borrowed shares of the Companys common stock by a Forward
Seller. The Company expects to receive proceeds from the sale of
Shares by a Forward Seller upon future physical settlement of the
relevant forward sale agreement with the relevant Forward
Purchaser on dates specified by the Company on or prior to the
maturity date of the relevant forward sale agreement. If the
Company elects to cash settle or net share settle a forward sale
agreement, the Company may not (in the case of cash settlement)
or will not (in the case of net share settlement) receive any
proceeds, and the Company may owe cash (in the case of cash
settlement) or shares of common stock (in the case of net share
settlement) to the relevant Forward Purchaser.
The Agents will offer the Shares at market prices prevailing at
the time of sale. The Company will pay each Agent a commission of
up to 2% of the sales price of all Shares issued by the Company
and sold through the relevant Agent under the applicable Equity
Distribution Agreement. The remaining sales proceeds, after
deducting any expenses payable by the Company and any transaction
fees imposed by any governmental, regulatory or self-regulatory
organization in connection with the sales, will be the Companys
net proceeds for the sale of the Shares. In connection with each
forward sale agreement, the relevant Forward Seller will receive,
in the form of 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 Common Stock sold during
the applicable period by it as a Forward Seller.
The Shares will be issued to the Companys automatic shelf
registration statement filed with the Securities and Exchange
Commission on November1, 2016 (File No.333-214360), a base
prospectus, dated November1, 2016, included as part of the
registration statement, and a prospectus supplement, dated May3,
2017, filed with the Securities and Exchange Commission to Rule
424(b) under the Securities Act of 1933, as amended.
The foregoing description of the Equity Distribution Agreements
and the Master Forward Sale Confirmations does not purport to be
complete and is qualified in its entirety by reference to the
terms and conditions of the forms of Equity Distribution
Agreement (without forward sale provisions), Equity Distribution
Agreement (with forward sale provisions) and Master Forward Sale
Confirmation, which are filed as Exhibits 1.1, 1.2 and 1.3,
respectively, and are incorporated by reference into this Item
1.01.
| Item8.01 | Other Items |
On May3, 2017, the Company issued a press release announcing the
establishment of an at-the-market equity offering program. The
Companys press release, dated May3, 2017, is filed as Exhibit
99.1 and is incorporated by reference into this Item 8.01.
| Item9.01 | Financial Statements and Exhibits |
| (d)Exhibits |
|
Exhibit Number |
Description |
|
| 1.1 |
Form of Equity Distribution Agreement (without forward sale provisions) |
|
| 1.2 |
Form of Equity Distribution Agreement (with forward sale provisions) |
|
| 1.3 | Form of Master Forward Sale Confirmation | |
| 5.1 |
Opinion of Schiff Hardin LLP regarding the legality of the Shares |
|
| 23.1 | Consent of Schiff Hardin LLP (included in Exhibit 5.1) | |
| 99.1 | Press release, dated May3, 2017, issued by NiSource Inc. |
About NiSource Inc. (NYSE:NI)
NiSource Inc. is an energy holding company. The Company is engaged in the distribution of natural gas. The Company operates through two business segments: Gas Distribution Operations and Electric Operations. The Gas Distribution Operations segment provides natural gas service and transportation for residential, commercial and industrial customers in Ohio, Pennsylvania, Virginia, Kentucky, Maryland, Indiana and Massachusetts. Its natural gas distribution operations operate approximately 59,000 miles of pipeline. The Electric Operations segment provides electric service in approximately 20 counties in the northern part of Indiana. The Company’s principal subsidiaries include NiSource Gas Distribution Group, Inc., a natural gas distribution holding company, and NIPSCO, a gas and electric company. NIPSCO owns and operates approximately three coal-fired electric generating stations. NiSource Finance Corporation (NiSource Finance) is a consolidated finance subsidiary of the Company. NiSource Inc. (NYSE:NI) Recent Trading Information
NiSource Inc. (NYSE:NI) closed its last trading session up +0.15 at 24.24 with 2,836,735 shares trading hands.