UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): September 28, 2023
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
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New Jersey
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001-08359
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22-2376465
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(IRS Employer Identification No.)
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1415 Wyckoff Road
Wall, New Jersey
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07719
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(Address of Principal Executive Offices)
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(Zip Code)
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(732) 938-1480
(Registrant’s telephone number, including area code)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock - $2.50 par value
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NJR
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New York Stock Exchange
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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 1.01 |
Entry into a Material Definitive Agreement.
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The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
| Item 2.03 |
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
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On September 28, 2023, New Jersey Natural Gas Company (“NJNG”), a wholly-owned subsidiary of New Jersey Resources Corporation (“NJR”), and certain
institutional investors in the private placement market (the “Purchasers”) entered into a Note Purchase Agreement (the “Note Purchase Agreement”), under which NJNG is to sell to the Purchasers $100,000,000 aggregate principal amount of its senior
notes consisting of (i) $50,000,000 of NJNG’s 5.56% Senior Notes, Series 2023A, due September 28, 2033 (the “Series A Notes”) and (ii) $50,000,000 of NJNG’s 5.85% Senior Notes, Series 2023B, due October 30, 2053 (the “Series B Notes” and, together
with the Series A Notes, the “Notes”). The sale of the Series A Notes closed on September 28, 2023, and the sale of the Series B Notes is expected to close on October 30, 2023.
The Notes will be secured by an equal principal amount of NJNG’s First Mortgage Bonds to be issued under the Amended and Restated Indenture of Mortgage,
Deed of Trust and Security dated September 1, 2014 between NJNG and U.S. Bank National Association, as Trustee, as predecessor in interest to U.S. Bank Trust Company, National Association, in its capacity as Trustee, as heretofore amended and
supplemented and to be further amended and supplemented by the Thirteenth Supplemental Indenture dated as of September 1, 2023 (with respect to the Series A Notes) and the Fourteenth Supplemental Indenture to be dated as of October 1, 2023 (with
respect to the Series B Notes). Accordingly, the Notes are secured ratably with NJNG’s First Mortgage Bonds in the collateral pledged to secure such bonds. NJR will not be obligated directly or contingently with respect to the Notes or the First
Mortgage Bonds.
The proceeds of the Notes will be used for general corporate purposes, including, but not limited to, the refinancing or retiring short-term debt and
funding capital expenditures.
Interest will accrue on the Series A Notes at 5.56% per annum and will be payable on March 28 and September 28 of each year, beginning on March 28, 2024,
and ending on the maturity date of September 28, 2033. Interest will accrue on the Series B Notes at 5.85% per annum and will be payable on April 30 and October 30 of each year, beginning on April 30, 2024, and ending on the maturity date of October
30, 2053. NJNG may prepay at any time all, or from time to time any part of, the Notes, in an amount not less than $1,000,000 in aggregate principal amount of the Notes then outstanding in the case of a partial prepayment, at 100% of the aggregate
principal amount so prepaid together with interest accrued thereon to the date of such prepayment and the make-whole amount (as such term is defined in the Note Purchase Agreement) determined for the prepayment date with respect to such principal
amount. The Notes will also be subject to required prepayments upon the occurrence of certain events. The Notes will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any jurisdiction.
The Notes will be subject to certain restrictions on transfer and may only be sold in transactions exempt from, or not subject to, the registration requirements of the Securities Act.
The Note Purchase Agreement contains customary representations and warranties of NJNG and the Purchasers and also contains customary events of default and
certain covenants which will limit NJNG’s ability beyond agreed upon thresholds, to, among other things: (i) incur liens; (ii) make dispositions of assets; (iii) enter into transactions with affiliates; and (iv) merge, consolidate, transfer, sell or
lease all or substantially all of the NJNG’s assets. These covenants are subject to a number of important exceptions and qualifications set forth in the Note Purchase Agreement.
The foregoing description of the Note Purchase Agreement is qualified in its entirety by reference to the entire Note Purchase Agreement attached hereto as
Exhibit 4.1 and incorporated herein by reference. The foregoing description of the Thirteenth Supplemental Indenture is qualified in its entirety by reference to the entire Thirteenth Supplemental Indenture attached hereto as Exhibit 4.2 and
incorporated herein by reference.
The Notes are not registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption
from registration requirements and applicable state laws. This Current Report on Form 8-K does not constitute an offer to sell nor a solicitation of an offer to purchase the Notes or any other securities, and shall not constitute an offer,
solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.
Cautionary Statements Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the
assumptions forming the basis for forward-looking statements include many factors that are beyond NJR’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Words such
as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward-looking information and such forward-looking statements are made based upon management’s current
expectations and beliefs as of this date concerning future developments and their potential effect upon NJR. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future
developments on NJR will be those anticipated by management. Forward-looking information in this filing includes, but is not limited to, certain statements regarding the closing of the Series B Notes and the use of proceeds.
Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in NJR’s filings with the U.S.
Securities and Exchange Commission (“SEC”), including NJR’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site,
http:.//www.sec.gov. Information included in this filing is representative as of today only and while NJR periodically reassesses material trends and uncertainties affecting NJR’s results of operations and financial condition in connection with its
preparation of management’s discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, NJR does not, by including this statement, assume any obligation to review or
revise any particular forward-looking statement referenced herein in light of future events.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibit
Number
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Description
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$100,000,000 Note Purchase Agreement, dated as of September 28, 2023, by and among New Jersey Natural Gas Company and the Purchasers party thereto.
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Thirteenth Supplemental Indenture, dated as of September 1, 2023, by and between New Jersey Natural Gas Company and U.S. Bank Trust Company,
National Association, as Trustee.
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104
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Cover page in Inline XBRL format.
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SIGNATURE
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.
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NEW JERSEY RESOURCES CORPORATION
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Date: October 2, 2023
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By:
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/s/ Roberto F. Bel
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Roberto F. Bel
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Senior Vice President and Chief Financial Officer
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