NiSource (NI) Announces Pricing of Equity Units

NiSource Inc. (NYSE: NI) ("NiSource") today announced that it has priced its offering of 7,500,000 Series A Equity Units ("Equity Units"), initially consisting of 7,500,000 Series A Corporate Units ("Corporate Units"), each with a stated amount of $100. NiSource has granted to the underwriters an option to purchase up to an additional 1,125,000 Corporate Units to cover over-allotments. The offering is expected to close on April 19, 2021.

Each Corporate Unit consists of a contract to purchase shares of NiSource common stock (the "Common Stock") in the future and a 1/10th, or 10%, undivided beneficial ownership interest in one share of NiSource Series C Mandatory Convertible Preferred Stock, par value $0.01 per share, with a liquidation preference of $1,000 per share (the "Mandatory Convertible Preferred Stock"). Total annual distributions on the Corporate Units will be 7.75%, consisting of the contract adjustment payments described below.

Further Details of Equity Units Offering:

The purchase contracts which are part of the Corporate Units are expected to settle on December 1, 2023 (subject to early settlement in certain circumstances) for a number of shares of Common Stock per purchase contract equal to $100 divided by the market value of the Common Stock determined during a period prior to settlement, but not to exceed 4.0800 shares (which is approximately equal to $100 divided by the closing price of the Common Stock on April 13, 2021). Quarterly contract adjustment payments equivalent to 7.75% per year will be made on the stated amount of $100 per Equity Unit, subject to NiSource's right to defer such payments. NiSource may pay the contract adjustment payments in cash, shares of Common Stock or a combination of cash and shares of Common Stock, at its election. The Mandatory Convertible Preferred Stock initially will not bear any dividends and the liquidation preference of the Mandatory Convertible Preferred Stock will not accrete.

The Mandatory Convertible Preferred Stock is expected to be remarketed either as part of an optional remarketing elected by NiSource or during a final remarketing period. Following any successful remarketing, dividends may become payable on the Mandatory Convertible Preferred Stock and/or the minimum conversion rate of the Mandatory Convertible Preferred Stock described below may be increased.

Each share of Mandatory Convertible Preferred Stock may be converted only after being separated from the Corporate Units and, prior to December 1, 2023, only upon the occurrence of certain fundamental change events (unless a remarketing failure as described below has previously occurred). Each share of Mandatory Convertible Preferred Stock, unless previously converted, will automatically convert on the mandatory conversion date (which is expected to be on or about March 1, 2024) into between 34.7231 and 40.7997 shares of Common Stock, subject to customary anti-dilution adjustments. The minimum conversion rate represents a threshold appreciation price of approximately $28.80 per share of Common Stock, which represents a premium of approximately 17.5% above the closing price of the Common Stock on April 13, 2021. However, if no successful remarketing of the Mandatory Convertible Preferred Stock has previously occurred, effective as of December 1, 2023, the conversion rate will be zero, no shares of Common Stock will be delivered upon automatic conversion and each share of Mandatory Convertible Preferred Stock will be automatically transferred to NiSource on the mandatory conversion date without any payment of cash or shares of the Common Stock thereon. In the event of such a remarketing failure, any shares of Mandatory Convertible Preferred Stock held as part of Corporate Units will be automatically delivered to NiSource on December 1, 2023 in full satisfaction of the relevant holder's obligation under the related purchase contracts.

NiSource intends to use the net proceeds from the offering, which are expected to be approximately $730.4 million in the aggregate, or approximately $839.9 million in the aggregate if the over-allotment option is exercised in full (in each case, after deducting underwriting discounts and commissions but before deducting other offering expenses), for renewable generation investments and general corporate purposes, including additions to working capital and repayment of existing indebtedness.

NiSource intends to apply to list the Corporate Units on the New York Stock Exchange under the symbol "NIMC."

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC are acting as joint book-running managers for the offering.

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