UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant To Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 16, 2023
NiSource Inc.
(Exact name of registrant as specified in its charter)
| DE | 001-16189 | 35-2108964 | ||
| (State or other jurisdiction of incorporation) |
Commission File Number |
(I.R.S. Employer Identification No.) |
| 801 East 86th Avenue Merrillville, IN |
46410 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (877) 647-5990
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class |
Trading |
Name of Each Exchange on Which Registered | ||
| Common Stock, par value $0.01 per share | NI | NYSE | ||
| NI PR B | NYSE | |||
| Series A Corporate Units | NIMC | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 5.03 below is incorporated herein by reference.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On June 16, 2023, NiSource Inc. (the “Company”) filed a Certificate of Elimination to its Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware to eliminate from the Amended and Restated Certificate of Incorporation all matters set forth in the Certificate of Designations with respect to its 5.65% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”). As previously disclosed, all outstanding shares of the Series A Preferred Stock were redeemed on June 15, 2023 for a redemption price of $1,000.00 per share (the “Redemption Price”). Following the redemption, dividends ceased to accrue on such shares of Series A Preferred Stock, such shares of Series A Preferred Stock are no longer deemed outstanding and all rights of the holders of such shares of Series A Preferred Stock terminated, except the right of the holders to receive payment of the Redemption Price, without interest. A copy of the Certificate of Elimination relating to the Series A Preferred Stock is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 3.1 | Certificate of Elimination of the Company with respect to the Series A Preferred Stock, dated June 16, 2023 | |
| 104 | Cover Page Interactive Data file - the cover page XBRL tags are embedded within the Inline XBRL document | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NiSource Inc. | ||||||
| (Registrant) | ||||||
| Date: June 16, 2023 | By: | /s/ Shawn Anderson | ||||
| Shawn Anderson | ||||||
| Executive Vice President and Chief Financial Officer | ||||||
Exhibit 3.1
CERTIFICATE OF ELIMINATION
OF
5.65% SERIES A FIXED-RATE RESET CUMULATIVE
REDEEMABLE PERPETUAL PREFERRED STOCK
OF
NISOURCE INC.
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
NiSource Inc., a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
1. At a meeting of the Board of Directors (the “Board”) of the Corporation duly convened and held on March 14, 2023, the Board duly adopted resolutions authorizing (a) the redemption of the outstanding 400,000 shares of the Corporation’s 5.65% Series A Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock (the “Series A Preferred Stock”) and (b) the Authorized Officers of the Corporation to do and perform, or cause to be done and performed, all such acts and deeds and to make, execute and deliver, or cause to be made, executed and delivered, all such agreements, undertakings, documents, instruments, waivers, amendments or certificates and to pay any fees or costs in the name and on behalf of the Corporation or otherwise as any such officer may deem necessary or appropriate to effectuate and carry out fully the purpose and intent of the foregoing resolutions.
2. All shares of the Series A Preferred Stock have been redeemed.
3. The “Authorized Officers” include Kimberly S. Cuccia, the Senior Vice President, General Counsel and Corporate Secretary of the Corporation.
4. Kimberly S. Cuccia, in her capacity as an Authorized Officer, has certified the resolutions set forth below.
5. Pursuant to Section 151 of the General Corporation Law of the State of Delaware, such resolutions shall have the effect of eliminating from the certificate of incorporation of the Corporation all matters set forth in the Certificate of Designations of the Series A Preferred Stock previously filed by the Corporation with the Secretary of State of the State of Delaware on June 8, 2018 (the “Series A Certificate of Designations”).
6. No shares of Series A Preferred Stock remain issued and outstanding.
NOW, THEREFORE, BE IT RESOLVED, that following redemption of the Series A Preferred Stock, no further shares of Series A Preferred Stock shall be issued subject to the Series A Certificate of Designations;
FURTHER RESOLVED, that following redemption of the Series A Preferred Stock, no shares of the Series A Preferred Stock are outstanding; and
FURTHER RESOLVED, that the Authorized Officers of the Corporation be, and each of them hereby is, authorized and directed, in the name of and on behalf of the Corporation, to execute a Certificate of Elimination relating to the Series A Preferred Stock, as well as such other certificates or instruments as may be required, to be filed with the Secretary of State of the State of Delaware to evidence the elimination from the certificate of incorporation of the Corporation all matters set forth in the Series A Certificate of Designations, such elimination to be effective upon the filing with the Secretary of State of the State of Delaware of such Certificate of Elimination of the Series A Preferred Stock.
IN WITNESS WHEREOF, NiSource Inc. has caused this Certificate of Elimination to be signed by the undersigned as of this 16th day of June, 2023.
| /s/ Kimberly S. Cuccia |
| Kimberly S. Cuccia |
| Senior Vice President, General Counsel and Corporate Secretary |
[Signature Page to Series A Preferred Stock Certificate of Elimination]