UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
| (State or Other | (Commission | (IRS Employer | ||||
| Jurisdiction | File Number) | Identification No.) | ||||
| of Incorporation) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) |
(
(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:
| 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 Symbol(s) | Name of each exchange on which registered | ||
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.
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.
NJR Private Placement
On July 23, 2020, New Jersey Resources Corporation (“NJR”) issued and sold $130 million of NJR’s 3.50% Senior Notes, Series 2020A, due July 23, 2030 (the “NJR Series A Notes”) and $130 million of NJR’s 3.60% Senior Notes, Series 2020B, due July 23, 2032 (the “NJR Series B Notes” and together with the NJR Series A Notes, the “NJR Notes”) to certain institutional investors in the private placement market pursuant to a previously-announced Note Purchase Agreement, dated May 14, 2020 (the “NJR Note Purchase Agreement”). The NJR Notes are unsecured and guaranteed by certain unregulated subsidiaries of NJR. The proceeds of the NJR Notes will be used for the repayment of indebtedness used as interim financing for the acquisition of Leaf River Energy Center, LLC, to repay short-term indebtedness and for general corporate purposes, including, but not limited to, funding capital expenditures.
Interest will accrue on the NJR Series A Notes at 3.50% per annum and will be payable on January 23 and July 23 of each year, beginning on January 23, 2021, and on the maturity date of July 23, 2030. Interest will accrue on the NJR Series B Notes at 3.60% per annum and will be payable on January 23 and July 23 of each year, beginning on January 23, 2021, and on the maturity date of July 23, 2032. NJR may prepay at any time all, or from time to time any part of, the NJR Notes, in an amount not less than $1,000,000 in aggregate principal amount of the NJR 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 defined in the NJR Note Purchase Agreement) determined for the prepayment date with respect to such principal amount. The NJR Notes will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any jurisdiction. The NJR 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.
NJNG Private Placement
On July 23, 2020, New Jersey Natural Gas Company (“NJNG”), a wholly-owned subsidiary of NJR, issued and sold $50 million of NJNG’s 3.13% Senior Notes, Series 2020B, due July 23, 2050 (the “NJNG Series B Notes”) and $25 million of NJNG’s 3.33% Senior Notes, Series 2020C, due July 23, 2060 (the “NJNG Series C Notes” and together with the NJNG Series B Notes, the “NJNG Notes”) to certain institutional investors in the private placement market pursuant to a previously-announced Note Purchase Agreement, dated May 14, 2020 (the “NJNG Note Purchase Agreement”). The NJNG Notes are secured by an equal principal amount of NJNG’s First Mortgage Bonds (the “First Mortgage Bonds”) 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, in its capacity as Trustee, as amended and supplemented by the First Supplemental Indenture, dated as of April 1, 2015, the Second Supplemental Indenture dated as of June 1, 2016, the Third Supplemental Indenture dated as of May 1, 2018, the Fourth Supplemental Indenture dated as of April 1, 2019, the Fifth Supplemental Indenture dated as of July 1, 2019, the Sixth Supplemental Indenture dated as of August 1, 2019, the Seventh Supplemental Indenture dated as of June 1, 2020 and the Eighth Supplemental Indenture dated as of July 1, 2020. Accordingly, the NJNG Notes are secured ratably with NJNG’s First Mortgage Bonds in the collateral pledged to secure such bonds. The proceeds of the NJNG Notes will be used for general corporate purposes.
Interest will accrue on the NJNG Series B Notes at 3.13% per annum and will be payable on January 23 and July 23 of each year, beginning on January 23, 2021, and on the maturity date of July 23, 2050. Interest will accrue on the NJNG Series C Notes at 3.33% per annum and will be payable on January 23 and July 23 of each year, beginning on January 23, 2021 and on the maturity date of July 23, 2060. NJNG may prepay at any time all, or from time to time any part of, the NJNG Notes, in an amount not less than $1,000,000 in aggregate principal amount of the NJNG 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 NJNG Note Purchase Agreement) determined for the prepayment date with respect to such principal amount. The NJNG Notes will also be subject to required prepayments upon the occurrence of certain events. The NJNG Notes will not be registered under the Securities Act, or under the securities laws of any jurisdiction. The NJNG 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.
NJR will not be obligated directly or contingently with respect to the NJNG Notes or the First Mortgage Bonds.
Descriptions of the NJR Note Purchase Agreement and the NJNG Note Purchase Agreement can be found in NJR’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 18, 2020, which is incorporated herein by reference. The foregoing description of the Eighth Supplemental Indenture is qualified in its entirety by reference to the Eighth Supplemental Indenture attached hereto as Exhibit 4.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 4.1 | Eighth Supplemental Indenture, dated as of July 1, 2020, by and between New Jersey Natural Gas Company and U.S. Bank National Association | |
| 104 | Cover page in Inline XBRL format | |
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.
| NEW JERSEY RESOURCES CORPORATION | ||||
| Date: July 23, 2020 | By: | /s/ Patrick J. Migliaccio | ||
| Patrick J. Migliaccio | ||||
| Senior Vice President and Chief Financial | ||||
| Officer | ||||