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): August 7, 2024
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
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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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Second Amendment to NJR Second Amended and Restated Credit Agreement
On August 7, 2024, New Jersey Resources Corporation (“NJR”), as borrower, and certain of NJR’s unregulated subsidiaries, as guarantors (the
“Guarantors”), entered into a second amendment (the “NJR Second Amendment”) to the Second Amended and Restated Credit Agreement, dated as of September 2, 2021 (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated
as of August 30, 2022, the “NJR Second A&R Credit Agreement”) with the several lenders party thereto, and PNC Bank, National Association, as Administrative Agent. The NJR Second Amendment: (i) reduces the revolving credit facility from
$650,000,000 to $575,000,000, (ii) extends the maturity date to August 7, 2029, pursuant to NJR’s option to extend the maturity date under the NJR Second A&R Credit Agreement and (iii) permits NJR to request that the maturity date be extended up
to two times for an additional period of one year each. All of the other material terms and conditions of the NJR Second A&R Credit Agreement remain unchanged. For a description of the NJR Second A&R Credit Agreement see NJR’s Current Report
on Form 8-K filed with the U.S. Securities and Exchange Commission on September 9, 2021.
A copy of the NJR Second Amendment 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 NJR Second Amendment is qualified in its entirety by reference to the text of the NJR Second Amendment filed herewith.
NJR and its affiliates regularly engage the banks listed above to provide other banking services. All of these engagements are negotiated at arm’s
length.
Second Amendment to NJNG Second Amended and Restated Credit Agreement
On August 7, 2024, New Jersey Natural Gas Company (“NJNG”), a wholly-owned subsidiary of NJR, as borrower, entered into a second amendment (the “NJNG
Second Amendment”) to the Second Amended and Restated Credit Agreement, dated as of September 2, 2021 (as amended by the First Amendment to Second Amended and Restated Credit Agreement, dated as of August 30, 2022, the “NJNG Second A&R Credit
Agreement”), with the several lenders parties thereto, and PNC Bank, National Association, as Administrative Agent. The NJNG Second Amendment: (i) extends the maturity date to August 7, 2029, pursuant to NJNG’s option to extend the maturity date
under the NJNG Second A&R Credit Agreement and (ii) permits NJNG to request that the maturity date be extended up to two times for an additional period of one year each. All of the other material terms and conditions of the NJNG Second A&R
Credit Agreement remain unchanged. For a description of the NJNG Second A&R Credit Agreement see NJR’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 9, 2021.
A copy of the NJNG Second Amendment is filed as Exhibit 10.2 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The
foregoing summary of the NJNG Second Amendment is qualified in its entirety by reference to the text of the NJNG Second Amendment filed herewith.
NJNG and its affiliates regularly engage the banks listed above to provide other banking services. All of these engagements are negotiated at arm’s
length.
| 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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The information set forth in Item 1.01 is incorporated in this Item 2.03 by reference.
| Item 9.01 |
Financial Statements and Exhibits.
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(d) Exhibits.
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Exhibit Number
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Description
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Second Amendment to Second Amended and Restated Credit Agreement, dated as of August 7, 2024, by and among NJR, the guarantors party thereto, the lenders party
thereto and PNC Bank, National Association, as Administrative Agent.
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Second Amendment to Second Amended and Restated Credit Agreement dated as of August 7, 2024, by and among NJNG, the lenders party thereto and PNC Bank, National Association, as
Administrative Agent.
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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: August 9, 2024
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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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