UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

(Former Name or Former Address, if Changed Since Last Report) N/A

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:

Securities registered pursuant to Section 12(b) of the Act:

South Jersey Industries, Inc.

South Jersey Gas Company

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act)

South Jersey Industries, Inc.	Emerging growth company ☐
South Jersey Gas Company	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.

South Jersey Industries, Inc.	☐
South Jersey Gas Company	☐

This combined Current Report on Form 8-K is provided by the following registrants: South Jersey Industries, Inc. (“SJI”); and South Jersey Gas Company (“SJG”). Information relating to SJI or any of its subsidiaries, other than SJG, is filed by SJI on its own behalf.  SJG is only responsible for information about itself.

On September 1, 2021, South Jersey Industries, Inc. (“SJI”), South Jersey Gas Company (“SJG”) and Elizabethtown Gas Company (“ETG” and, together with SJI and SJG, each, a “Borrower” and, collectively, the “Borrowers”) entered into an unsecured, five-year master revolving credit facility with a syndicate of banks and Wells Fargo National Bank, National Association, as administrative agent (the “Credit Agreement”).   Both SJG and ETG are indirect wholly-owned subsidiaries of SJI.  The Credit Agreement expires on September 1, 2026, unless earlier terminated or extended in accordance with its terms.

The Credit Agreement provides for maximum borrowings in a total aggregate amount of $1 billion, including the issuance of swingline loans (in an amount not to exceed an aggregate of $100 million) and letters of credit (in an amount not to exceed an aggregate of $350 million, of which $50 million has been initially committed by various lenders), each at the applicable interest rates specified in the Credit Agreement.  Each Borrower’s obligations under the Credit Agreement is several, not joint and several, and each Borrower has access to a portion of the facility (a “Sublimit”) under which it can borrow, with the Sublimits of SJI, SJG and ETG initially being $500 million, $250 million and $250 million, respectively.  The Sublimits may be changed from time to time at the request of the Borrowers, but with maximum and minimum Sublimits, which are subject to change upon certain events, including if the amount of available credit is increased, as follows:  SJI – maximum Sublimit $600 million and minimum Sublimit $400 million; SJG – maximum Sublimit $300 million and minimum Sublimit $200 million; and ETG – maximum Sublimit $300 million and minimum Sublimit $200 million.

Subject to certain conditions set forth in the Credit Agreement, the Borrowers may increase the amount of the borrowings available under the Credit Agreement by up to a maximum aggregate amount of $250 million (for a total facility of up to $1.25 billion), although no lender is obligated to increase its commitment. At the closing of the transaction, SJI borrowed funds to repay amounts it owed under its 2017 credit facility, which agreement was then terminated as indicated in Item 1.02 of this Current Report on Form 8-K. After the closing, proceeds from borrowings under the Credit Agreement may be used by the Borrowers for working capital and other general corporate purposes.

The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of each Borrower and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.70 to 1.0 (as such terms are defined in the Credit Agreement).  The Credit Agreement also contains customary events of default.

Many of the lenders under the Credit Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Borrowers or their affiliates, and affiliates of certain of these lenders have served in the past as underwriters in public offerings of securities by SJI or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

 

A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the text of the Credit Agreement filed herewith.

 

 

 

 

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

 

 

In connection with entry into the Credit Agreement, SJI entered into amendments to four previous note purchase agreements (June 2012, August 2017, April 2018 and May 2020) principally to enable SJG and ETG to become parties to the Credit Agreement along with SJI without having to become guarantors of the notes issued under such note purchase agreements.

 

Copies of the amendments to the four note purchase agreements are filed as Exhibits 99.1, 99.2, 99.3 and 99.4 to this Current Report on Form 8-K and are incorporated by reference into this Item 8.01. The foregoing summary of the amendments is qualified in its entirety by reference to the text of the amendments filed herewith.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

	10.1	Five-Year Revolving Credit Agreement, dated as of September 1, 2021, among South Jersey Industries, Inc., South Jersey Gas Company, Elizabethtown Gas Company, the several lenders from time to time party thereto and Wells Fargo Bank, National Association, as Administrative Agent.
	99.1	Fourth Amendment to the Note Purchase Agreement dated as of June 28, 2012, by and among South Jersey Industries, Inc. and the institutions signatory thereto, dated as of August 31, 2021.
	99.2	Fourth Amendment to the Note Purchase Agreement dated as of August 16, 2017, by and among South Jersey Industries, Inc. and the institutions signatory thereto, dated as of August 31, 2021.
	99.3	Third Amendment to the Note Purchase Agreement dated as of April 25, 2018, by and among South Jersey Industries, Inc. and the institutions signatory thereto, dated as of August 31, 2021.
	99.4	First Amendment to the Note Purchase Agreement dated as of May 27, 2020, by and among South Jersey Industries, Inc. and the institutions signatory thereto, dated as of August 31, 2021.
	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 registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

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