SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2022

Subsequent Events [Abstract]

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS:

On July 14, 2022, SJI entered into a Note Purchase Agreement that provides for the Company to issue an aggregate of $400.0 million of senior unsecured notes in four series, as follows:

•$100.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022A, due July 14, 2027 (the “Series 2022A Notes”)

•$100.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022B, due July 14, 2029 (the “Series 2022B Notes”)

•$120.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022C, due July 14, 2032 (the “Series 2022C Notes”)

•$80.0 million aggregate principal amount of the Company’s Senior Notes, Series 2022D, due July 14, 2034 (the “Series 2022D Notes”) and, together with the Series 2022A Notes, the Series 2022B Notes and the Series 2022C Notes, the “Notes”.

The Company issued 50% of each series of Notes on July 14, 2022 (a total of $200.0 million of Notes) as follows:

•$50.0 million aggregate principal amount of Series 2022A Notes at an interest rate of 5.35%

•$50.0 million aggregate principal amount of Series 2022B Notes at an interest rate of 5.44%

•$60.0 million aggregate principal amount of Series 2022C Notes at an interest rate of 5.60%

•$40.0 million aggregate principal amount of Series 2022D Notes at an interest rate of 5.60%.

The Company expects to issue the remaining $200.0 million of Notes on September 15, 2022, in the same aggregate principal amount of each series of Notes as was issued on July 14, 2022. The Company expects to use the net proceeds of the Series 2022A Notes, the 2022B Notes and the 2022C Notes to fund capital expenditures, to repay indebtedness, and for general corporate purposes. The Company is required to use the net proceeds of the Series 2022D Notes to finance or refinance one or more green investments, as defined in the Note Purchase Agreement.

In the event of a Change in Control (as defined in the Note Purchase Agreement), the Company is required to offer to prepay the Notes at their face amount together with interest accrued thereon to the date of such prepayment. The Note Purchase Agreement provides that the contemplated Merger Agreement (see Note 1) will not constitute a Change in Control for the purposes of the requirement to offer to prepay any of the Notes. In addition, in the event of the sale of a Substantial Part (as defined in the Note Purchase Agreement) of the assets of the Company and its subsidiaries, the Company may be required to use a portion of such proceeds to prepay or retire Senior Indebtedness, which term is defined in the Note Purchase Agreement and includes, among other things, the Notes.