New Jersey
|
1-6364
|
22-1901645
|
(State or other jurisdiction of incorporation)
|
(Commission File Number)
|
(IRS Employer Identification No.)
|
1 South Jersey Plaza, Folsom, NJ
|
08037
|
|
(Address of principal executive offices)
|
(Zip Code)
|
☐ |
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))
|
Item 8.01.
|
Other Events.
|
· |
Second Amendment to the Note Purchase Agreement dated as of June 28, 2012;
|
· |
Second Amendment to the Note Purchase Agreement dated as of June 26, 2014;
|
· |
Second Amendment to the Note Purchase Agreement dated as of August 16, 2017; and
|
· |
First Amendment to the Note Purchase Agreement dated as of April 25, 2018.
|
· |
First Amendment to the Note Purchase Agreement dated as of March 1, 2010;
|
· |
First Amendment to the Note Purchase Agreement dated as of December 30, 2010;
|
· |
First Amendment to the Note Purchase Agreement dated as of April 2, 2012;
|
· |
Second Amendment to the Note Purchase Agreement dated as of September 20, 2012;
|
· |
First Amendment to the Note Purchase Agreement dated as of November 21, 2013; and
|
· |
First Amendment to the Note Purchase Agreement dated as of January 25, 2017.
|
· |
Third Amendment, dated June 13, 2018, to the 364-Day Revolving Credit Agreement dated as of September 7, 2016;
|
· |
Second Amendment, dated June 14, 2018, to the Five-Year Revolving Credit Agreement dated as of August 7, 2017; and
|
· |
Second Amendment, dated June 26, 2018, to the Term Loan Credit Agreement dated as of October 28, 2015.
|
Item 9.01.
|
Financial Statements and Exhibits.
|
(d) |
Exhibits.
|
Exhibit
No.
|
Description of Exhibit
|
|
Second 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 July 3, 2018.
|
||
Second Amendment to the Note Purchase Agreement dated as of June 26, 2014, by and among South Jersey Industries, Inc. and the institutions signatory thereto, dated as of July 3, 2018.
|
||
Second 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 July 3, 2018.
|
||
First 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 July 3, 2018.
|
||
First Amendment to the Note Purchase Agreement dated as of March 1, 2010, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018.
|
||
First Amendment to the Note Purchase Agreement dated as of December 30, 2010, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018.
|
||
First Amendment to the Note Purchase Agreement dated as of April 2, 2012, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018.
|
||
Second Amendment to the Note Purchase Agreement dated as of September 20, 2012, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018.
|
||
First Amendment to the Note Purchase Agreement dated as of November 21, 2013, by and among South Jersey Gas Company and the institutions signatory thereto, dated as of July 3, 2018.
|
||
First Amendment to the Note Purchase Agreement dated as of January 25, 2017, by and among South Jersey Gas Company and the institutions signatory thereto, dated as July 3, 2018.
|
||
First Amendment to the Five-Year Revolving Credit Agreement dated as of August 14, 2017, by and among South Jersey Gas Company, as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated as of June 14, 2018.
|
||
First Amendment to the Term Loan Credit Agreement dated as of January 26, 2017, by and among South Jersey Gas Company, as borrower, the lenders party thereto and PNC Bank, National Association, as administrative agent, dated as of June 15, 2018.
|
||
Third Amendment to the 364-Day Revolving Credit Agreement dated as of September 6, 2016, by and among South Jersey Industries, Inc., as borrower, Morgan Stanley Bank, N.A., as the sole required lender and Morgan Stanley Senior Funding, Inc., as administrative agent, dated as of June 13, 2018.
|
||
Second Amendment to the Five-Year Revolving Credit Agreement dated as of August 7, 2017, by and among South Jersey Industries, Inc., the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent, dated as of June 14, 2018.
|
||
Second Amendment to the Term Loan Credit Agreement dated as of October 28, 2015, by and among South Jersey Industries, Inc., as borrower, the lenders party thereto and Bank of America, N.A., as administrative agent, dated as of June 26, 2018.
|
SOUTH JERSEY INDUSTRIES, INC.
|
|||
Date: July 10, 2018
|
By:
|
/s/ Stephen H. Clark
|
|
Name:
|
Stephen H. Clark
|
||
|
Title:
|
Executive Vice President and Chief Financial Officer
|
South Jersey Industries, Inc.
|
||
By
|
/s/ Ann T. Anthony
|
|
Name: Ann T. Anthony
|
||
Title: Vice President, Treasurer and Acting Corporate Secretary
|
Thrivent Financial for Lutherans
|
||
By
|
/s/ Christopher Patton
|
|
Name: Christopher Patton
|
||
Title: Managing Director
|
||
We acknowledge that we hold $15,000,000 3.46% Senior Notes, Series 2012C due June 28, 2022
|
Modern Woodmen of America
|
||
By
|
/s/ Douglas A. Pannier
|
|
Name: Douglas A. Pannier
|
||
Title: Group Head – Private Placements
|
||
By | /s/ Christopher M. Cramer | |
Name: Christopher M Cramer | ||
Title: Manager - Fixed Income | ||
We acknowledge that we hold $20,000,000 3.46% Senior Notes, Series 2012C due June 28, 2022
|
South Jersey Industries, Inc.
|
||
By
|
/s/ Ann T. Anthony
|
|
Name: Ann T. Anthony
|
||
Title: Vice President, Treasurer and Acting Corporate Secretary
|
Metropolitan life insurance Company
by MetLife Investment Advisors LLC,
Its Investment Manager
|
||
By
|
/s/ John A. Wills
|
|
Name: John A. Wills
|
||
Title: Senior Vice President and Managing Director
|
||
We acknowledge that we hold $39,200,000 Floating Rate Senior Notes, Series 2014B-1 due June 26, 2019
|
||
We acknowledge that we hold $5,400,000 3.05% Senior Notes, Series 2014A-2 due August 15, 2019
|
||
We acknowledge that we hold $58,900,000 Floating Rate Senior Notes, Series 2014B-2 due September 26, 2019
|
Brighthouse life insurance Company, formerly known as MetLife Investors USA Insurance Company, formerly known as MetLife Insurance Company of Connecticut and as successor by merger to MetLife Investors USA Insurance Company
|
||
by MetLife Investment Advisors, LLC, its Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that we hold $14,000,000 3.05% Senior Notes, Series 2014A-2 due August 15, 2019
|
Axis Reinsurance Company
|
||
By MetLife Investment Advisors, LLC, its Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that we hold $800,000 Floating Rate Senior Notes, Series 2014B-1 due June 26, 2019
|
||
We acknowledge that we hold $10,600,000 3.05% Senior Notes Series 2014A-2 due August 15, 2019
|
||
We acknowledge that we hold $1,000,000 Floating Rate Senior Notes, Series 2014B-2 due September 26, 2019
|
The Northwestern Mutual Life Insurance Company
|
||
By Northwestern Mutual Investment Management Company, LLC, its investment adviser
|
||
By
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $50,000,000 3.05% Senior Notes Series 2014A-1 due June 26, 2019
|
||
We acknowledge that we hold $50,000,000 3.05% Senior Notes, Series 2014A-3 due September 26, 2019
|
Woodmen of the World Life Insurance Society
|
||
By
|
/s/ Shawn Bengtson
|
|
Name: Shawn Bengtson
|
||
Title: Vice President, Investment
|
||
We acknowledge that we hold $10,000,000 3.05% Senior Notes Series 2014A-1 due June 26, 2019
|
South Jersey Industries, Inc.
|
||
By
|
/s/ Ann T. Anthony
|
|
Name: Ann T. Anthony
|
||
Title: Vice President, Treasurer and Acting Corporate Secretary
|
The Northwestern Mutual Life Insurance Company
|
||
By Northwestern Mutual Investment Management Company, LLC, its investment adviser
|
||
By
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $9,000,000 3.22% Senior
|
||
Notes, Series 2017A-l due August 16, 2024
|
||
We acknowledge that we hold $8,000,000 3.32% Senior
|
||
Notes, Series 2017 A-2 due January 16, 2025
|
||
We acknowledge that we hold $4,860,000 3.46% Senior
|
||
Notes, Series 2017B-l due August 16, 2027
|
||
We acknowledge that we hold $5,832,000 3.56% Senior
|
||
Notes, Series 2017B-2 due January 16, 2028
|
The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account
|
||
By
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Its Authorized Representative
|
||
We acknowledge that we hold $140,000 3.46% Senior Notes, Series 2017B-l due August 16, 2027
|
||
We acknowledge that we hold $168,000 3.56% Senior Notes, Series 2017B-2 due January 16, 2028
|
The Prudential Insurance Company of America
|
||
By
|
/s/ Lauren Solis
|
Name: Lauren Solis
|
||
Title: Vice President
|
||
We acknowledge that we hold $8,000,000 3.22% Senior
|
||
Notes, Series 2017A-l due August 16, 2024
|
||
We acknowledge that we hold $3,000,000 3.46% Senior
|
||
Notes, Series 2017B-l due August 16, 2027
|
||
We acknowledge that we hold $7,000,000 3.56% Senior
|
||
Notes, Series 2017B-2 due January 16, 2028
|
||
Prudential Retirement Insurance and Annuity Company
|
||
By: PGIM, Inc. as investment manager
|
||
By
|
/s/ Lauren Solis
|
Name: Lauren Solis
|
||
Title: Vice President
|
||
We acknowledge that we hold $10,000,000 3.32% Senior
|
||
Notes, Series 2017A-2 due January 16, 2025
|
Pacific Life Insurance Company
|
||
By
|
/s/ Violet Osterberg
|
|
Name: Violet Osterberg
|
||
Title: Assistant Vice President
|
||
By
|
/s/ Cathy L. Schwartz
|
|
Name: Cathy L. Schwartz
|
||
Title: Assistant Secretary
|
||
We acknowledge that we hold $13,000,000 3.46% Senior
|
||
Notes, Series 20 l 7B- l due August 16, 2027
|
||
We acknowledge that we hold $7,000,000 3.56% Senior
|
||
Notes, Series 20 l 7B-2 due January 16, 2028
|
The Guardian Life Insurance Company Of America
|
||
By
|
/s/ Trinh T. Nguyen
|
|
Name: Trinh T. Nguyen
|
||
Title: Senior Director
|
||
We acknowledge that we hold $5,000,000 3.22% Senior
|
||
Notes, Series 20 l 7A- l due August 16, 2024
|
||
Notes, Series 20 l 7A-2 due January 25, 2025
|
||
Notes, Series 20 l 7B-2 due January 16, 2028
|
||
We acknowledge that we hold $5,000,000 3.56% Senior
|
||
Notes, Series 20 l7B-2 due January 16, 2028
|
South Jersey Industries, Inc.
|
||
By
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: Vice President, Treasurer and Acting
Corporate Secretary
|
Brighthouse Life Insurance Company
by MetLife Investment Advisors, LLC, Its
Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that we hold $39,500,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
Farmers New World Life Insurance
Company
by MetLife Investment Advisors, LLC, Its
Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that we hold $2,000,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
Transatlantic Reinsurance Company
by MetLife Investment Advisors, LLC, Its
Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that we hold $3,500,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
Zurich American Insurance Company
by MetLife Investment Advisors, LLC, Its
Investment Manager
|
||
Pension and Savings Committee,
On Behalf of The Zurich American Insurance
Company Master Retirement Trust
|
||
by MetLife Investment Advisors, LLC, Its
Investment Manager
|
||
By
|
/s/ Judith A. Gulotta
|
|
Name: Judith A. Gulotta
|
||
Title: Managing Director
|
||
We acknowledge that Zurich American Insurance
Company holds $3,500,000 3.18% Senior Notes, Series
2018A, due April 25, 2021
|
||
We acknowledge that Zurich American Insurance
Company Master Retirement Trust holds $1,500,000
3.18% Senior Notes, Series 2018A, due April 25, 2021
|
The Northwestern Mutual Life Insurance
Company
|
||
By: Northwestern Mutual Investment
Management Company, LLC, its investment
adviser
|
||
By
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $20,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $19,200,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
The Northwestern Mutual Life Insurance
Company for its Group Annuity Separate
Account
|
||
By
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $800,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Thrivent Financial for Lutherans
|
||
By
|
/s/ Christopher H. Patton
|
|
Name: Christopher H. Patton
|
||
Title: Managing Director
|
||
We acknowledge that we hold $7,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $7,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Pacific Life Insurance Company
|
||
By
|
/s/ Violet Osterberg
|
|
Name: Violet Osterberg
|
||
Title: Assistant Vice President
|
By
|
/s/ Cathy L. Schwartz
|
|
Name: Cathy L. Schwartz
|
||
Title: Assistant Secretary
|
||
We acknowledge that we hold $9,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $8,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
The Guardian Life Insurance Company of
America
|
||
By
|
/s/ Trinh T. Nguyen
|
|
Name: Trinh T. Nguyen
|
||
Title: Senior Director
|
||
We acknowledge that we hold $8,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
American Equity Investment Life
Insurance Company
|
||
By
|
/s/ Jeffrey A. Fossell
|
|
Name: Jeffrey A. Fossell
|
||
Title: Authorized Signatory
|
||
We acknowledge that we hold $9,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $8,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Colonial Life & Accident Insurance
Company
|
||
By:
|
Provident Investment Management, LLC | |
Its:
|
Agent | |
By
|
/s/ Ben Vance
|
|
Name: Ben Vance
|
||
Title: Vice President, Senior Managing
Director
|
||
We acknowledge that we hold $8,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
Provident Life and Accident Insurance
Company
|
||
By:
|
Provident Investment Management, LLC | |
Its:
|
Agent | |
By
|
/s/ Ben Vance
|
|
Name: Ben Vance
|
||
Title: Vice President, Senior Managing Director
|
||
We acknowledge that we hold $9,000,0003.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Transamerica Life Insurance Company
|
||
By:
|
AEGON USA Investment Management,
LLC, its investment manager
|
|
By:
|
/s/ Frederick B. Howard
|
|
Name: Frederick B. Howard
|
||
Title: Vice President
|
||
We acknowledge that we hold $7,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $4,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Connecticut General Life Insurance
Company
|
||
By:
|
Cigna Investments, Inc. (authorized agent) | |
By
|
/s/ Christopher D. Potter
|
|
Name: Christopher D. Potter
|
||
Title: Managing Director
|
||
We acknowledge that we hold $1,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
Life Insurance Company of North America
|
||
By:
|
Cigna Investments, Inc. (authorized agent) | |
By
|
/s/ Christopher D. Potter
|
|
Name: Christopher D. Potter
|
||
Title: Managing Director
|
||
We acknowledge that we hold $6,000,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
||
We acknowledge that we hold $1,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $1,500,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Cigna Health and Life Insurance
|
||
By:
|
Cigna Investments, Inc. (authorized agent) | |
By
|
/s/ Christopher D. Potter
|
|
Name: Christopher D. Potter
|
||
Title: Managing Director
|
||
We acknowledge that we hold $1,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
||
We acknowledge that we hold $500,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Ensign Peak Advisors, Inc.
|
||
By
|
/s/ Matthew D. Dall
|
|
Name: Matthew D. Dall
|
||
Title: Head of Credit Research
|
||
We acknowledge that we hold $10,000,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
Principal Life Insurance Company
|
||
By:
|
Principal Global Investors, LLC a Delaware
limited liability company, its authorized
signatory
|
By
|
/s/ Alex R. Montz
|
|
Name: Alex R. Montz
|
||
Title: Counsel
|
By
|
/s/ Justin T. Lange
|
|
Name: Justin T. Lange
|
||
Title: Counsel
|
||
We acknowledge that we hold $8,000,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
American United Life Insurance Company
|
||
By
|
/s/ David M. Weisenburger
|
|
Name: David M. Weisenburger
|
||
Title: VP, Fixed Income Securities
|
||
We acknowledge that we hold $3,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
The State Life Insurance Company
|
||
By: American United Life Insurance Company
Its: Agent
|
||
By
|
/s/ David M. Weisenburger
|
|
Name: David M. Weisenburger
|
||
Title: VP, Fixed Income Securities
|
||
We acknowledge that we hold $2,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Pioneer Mutual Life Insurance Company
|
||
By: American United Life Insurance Company
Its: Agent
|
||
By
|
/s/ David M. Weisenburger
|
|
Name: David M. Weisenburger
|
||
Title: VP, Fixed Income Securities
|
United Family Life Insurance Company
|
||
By: American United Life Insurance Company
Its: Agent
|
||
By
|
/s/ David M. Weisenburger
|
|
Name: David M. Weisenburger
|
||
Title: VP, Fixed Income Securities
|
||
We acknowledge that we hold $1,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Ameritas Life Insurance Corp.
|
||
Americas Life Insurance Corp. of New York
|
||
By: Ameritas Investment Partners Inc., as Agent
|
||
By
|
/s/ Tina Udell
|
|
Name: Tina Udell
|
||
Title: Vice President & Managing Director
|
||
We acknowledge that Ameritas Life Insurance Corp.
holds $4,000,000 3.92% Senior Notes, Series 2018C, due
June 19, 2030
|
||
We acknowledge that Ameritas Life Insurance Corp. of
New York holds $1,000,000 3.92% Senior Notes, Series
2018C, due June 19, 2030
|
CMFG Life Insurance Company
|
||
By: MEMBERS Capital Advisors, Inc. acting as
Investment Advisor
|
||
By
|
/s/ Allen R. Cantrell
|
|
Name: Allen R. Cantrell
|
||
Title: Managing Director, Investments
|
||
We acknowledge that we hold $2,000,000 3.18% Senior
Notes, Series 2018A, due April 25, 2021
|
||
We acknowledge that we hold $3,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Southern Farm Bureau Life Insurance
Company
|
||
By
|
/s/ David Divine
|
|
Name: David Divine
|
||
Title: Senior Portfolio Manager
|
||
We acknowledge that we hold $2,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
Country Mutual Life Insurance Company
|
||
By
|
/s/ John A. Jacobs
|
|
Name: John A. Jacobs
|
||
Title: Director – Fixed Income
|
||
We acknowledge that we hold $1,000,000 3.82% Senior
Notes, Series 2018B, due June 19, 2028
|
Country Life Insurance Company
|
||
By
|
/s/ John A. Jacobs
|
|
Name: John A. Jacobs
|
||
Title: Director – Fixed Income
|
||
We acknowledge that we hold $1,000,000 3.92% Senior
Notes, Series 2018C, due June 19, 2030
|
South Jersey Gas Company
|
||
By: |
/s/ Ann T. Anthony
|
|
Name: Ann T. Anthony
|
||
Title: Treasurer and Secretary
|
Metropolitan Life Insurance Company
|
||
By:
|
MetLife Investment Advisors, LLC, its
Investment Manager
|
|
By:
|
/s/ John A. Wills
|
|
|
Name: John A. Wills
|
|
|
Title: Senior Vice President and Managing Director
|
|
We acknowledge that we hold $35,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
Massachusetts Mutual Life Insurance Company
|
||
By: Barings LLC, as Investment Advisor
|
||
By:
|
/s/ Stephen J. Katz
|
|
|
Name: Stephen J. Katz
|
|
|
Title: Managing Director & Senior Counsel
|
|
We acknowledge that we hold $8,550,000 Medium Term Notes, Series C, 2010-1, Tranche B due June 30, 2026
|
||
C.M. Life Insurance Company
|
||
By: Barings LLC, as Investment Advisor
|
||
By:
|
/s/ Stephen J. Katz
|
|
|
Name: Stephen J. Katz
|
|
|
Title: Managing Director & Senior Counsel
|
|
We acknowledge that we hold $750,000 Medium Term Notes, Series C, 2010-1, Tranche B due June 30, 2026
|
||
Massmutual Asia Limited
|
||
By: Barings LLC, as Investment Advisor
|
||
By:
|
/s/ Stephen J. Katz
|
|
|
Name: Stephen J. Katz
|
|
|
Title: Managing Director & Senior Counsel
|
|
We acknowledge that we hold $700,000 Medium Term Notes, Series C, 2010-1, Tranche B due June 30, 2026
|
United of Omaha Life Insurance Company
|
||
By:
|
/s/ Justin P. Kavan
|
|
|
Name: Justin P. Kavan
|
|
|
Title: Senior Vice President
|
|
We acknowledge that we hold $5,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
||
Mutual of Omaha Insurance Company
|
||
By:
|
/s/ Justin P. Kavan
|
|
|
Name: Justin P. Kavan
|
|
|
Title: Senior Vice President
|
|
We acknowledge that we hold $2,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
Modern Woodmen of America
|
||
By:
|
/s/ Douglas A. Pannier
|
|
|
Name: Douglas A. Pannier
|
|
Title: Group Head – Private Placements
|
||
By:
|
/s/ Christopher M. Cramer
|
|
|
Name: Christopher M. Cramer
|
|
Title: Manager – Fixed Income
|
||
We acknowledge that we hold $5,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
Country Life Insurance Company
|
||
By:
|
/s/ John A. Jacobs
|
|
|
Name: John A. Jacobs
|
|
Title: Director – Fixed Income
|
||
We acknowledge that we hold $2,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
||
Cotton States Life Insurance
|
||
By:
|
/s/ John A. Jacobs
|
|
|
Name: John A. Jacobs
|
|
Title: Director – Fixed Income
|
||
We acknowledge that we hold $1,000,000 Medium Term Notes, Series C, 2010-1, Tranche A due March 1, 2026
|
South Jersey Gas Company
|
||
By
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: Treasurer and Secretary
|
Massachusetts Mutual Life Insurance Company
|
||
By:
|
Barings LLC, as Investment Advisor
|
|
By:
|
/s/ Steven J. Katz
|
|
Name: Steven J. Katz
|
||
Title: Managing Director & Senior Counsel
|
||
We acknowledge that we hold $45,000,000 Medium Term Notes, Series C, 2010-2, Tranche A due December 30, 2025
|
Modern Woodmen of America
|
||
By:
|
/s/ Douglas A. Pannier
|
|
Name: Douglas A. Pannier
|
||
Title: Group Head – Private Placements
|
||
By:
|
/s/ Christopher M. Cramer
|
|
Name: Christopher M. Cramer
|
||
Title: Manager – Fixed Income
|
||
We acknowledge that we hold $10,000,000 Medium Term Notes, Series C, 2010-2, Tranche B due December 30, 2027
|
South Jersey Gas Company
|
|||
By:
|
/s/ Ann T, Anthony
|
||
Name:
|
Ann T. Anthony
|
||
Title:
|
Treasurer and Secretary
|
Thrivent Financial For Lutherans
|
|||
By:
|
/s/ Christopher H. Patton
|
||
Name:
|
Christopher H. Patton
|
||
Title:
|
Managing Director
|
We acknowledge that we hold $35,000,000 Medium
Term Notes, Series D, 2012-1, due April 1, 2032
|
South Jersey Gas Company
|
||
By:
|
/s/ Ann T. Anthony
|
|
Name: Ann T. Anthony
|
||
Title: Treasurer and Secretary
|
The Northwestern Mutual Life Insurance Company
|
||
By:
|
Northwestern Mutual Investment Management Company, LLC, its investment adviser
|
|
By:
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $30,000,000 Medium Term Notes, Series D, 2012-2, Tranche A, due September 20, 2024
|
||
We acknowledge that we hold $20,000,000 Medium Term Notes, Series D, 2012-2, Tranche B, due November 30, 2024
|
American United Life Insurance Company
|
||
By:
|
/s/ Michael Bullock
|
|
Name: Michael Bullock
|
||
Title: VP, Private Placements
|
||
We acknowledge that we hold $8,000,000 Medium Term Notes, Series D, 2012-2, Tranche A, due September 20, 2024
|
||
We acknowledge that we hold $7,000,000 Medium Term Notes, Series D, 2012-2, Tranche B, due November 30, 2024
|
United of Omaha Life Insurance Company
|
||
By:
|
/s/ Justin P. Kavan
|
|
Name: Justin P. Kavan
|
||
Title: Senior Vice President
|
||
We acknowledge that we hold $5,000,000 Medium Term Notes, Series D, 2012-2, Tranche A, due September 20, 2024
|
||
Mutual of Omaha Insurance Company
|
||
By:
|
/s/ Justin P. Kavan
|
|
Name: Justin P. Kavan
|
||
Title: Senior Vice President
|
||
We acknowledge that we hold $1,000,000 Medium Term Notes, Series D, 2012-2, Tranche A, due September 20, 2024
|
||
We acknowledge that we hold $1,000,000 Medium Term Notes, Series D, 2012-2, Tranche B, due November 30, 2024
|
||
Omaha Reinsurance Company
|
||
By:
|
/s/ Justin P. Kavan
|
|
Name: Justin P. Kavan
|
||
Title: An Authorized Signer
|
||
We acknowledge that we hold $3,000,000 Medium Term Notes, Series D, 2012-2, Tranche B, due November 30, 2024
|
Modern Woodmen of America
|
||
By:
|
/s/ Douglas A. Pannier
|
|
Name: Douglas A. Pannier
|
||
Title: Group Head – Private Placements
|
||
By:
|
/s/ Christopher M. Cramer
|
|
Name: Christopher M. Cramer
|
||
Title: Manager – Fixed Income
|
||
We acknowledge that we hold $6,000,000 Medium Term Notes, Series D, 2012-2, Tranche A, due September 20, 2024
|
||
We acknowledge that we hold $4,000,000 Medium Term Notes, Series D, 2012-2, Tranche B, due November 30, 2024
|
South Jersey Gas Company
|
||
By
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: Treasurer and Secretary
|
Metlife Life Insurance K.K.
|
||
f/k/a Metlife Alico Life Insurance K.K.
|
||
by MetLife Investment Advisors, LLC, Its Investment Manager
|
||
By:
|
/s/ John A. Wills
|
|
|
Name: John A. Wills
|
|
Title: Senior Vice President and Managing Director
|
||
We acknowledge that we hold $18,000,000 Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030
|
||
We acknowledge that we hold $15,000,000 Medium Term Notes, Series D, 2013, Tranche B, due January 30, 2030
|
State Farm Life Insurance Company
|
||
By:
|
/s/ Julie Hoyer
|
|
Name: Julie Hoyer
|
||
Title: Investment Executive
|
||
By:
|
/s/ Jeffrey Attwood
|
|
Name: Jeffrey Attwood
|
||
Title: Investment Professional
|
||
We acknowledge that we hold $17,000,000 Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030
|
||
We acknowledge that we hold $14,000,000 Medium Term Notes, Series D, 2013, Tranche B, due January 30, 2030
|
||
State Farm Life and Accident Assurance Company
|
||
By:
|
/s/ Julie Hoyer
|
|
Name: Julie Hoyer
|
||
Title: Investment Executive
|
||
By:
|
/s/ Jeffrey Attwood
|
|
Name: Jeffrey Attwood
|
||
Title: Investment Professional
|
||
We acknowledge that we hold $1,000,000 Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030
|
||
We acknowledge that we hold $1,000,000 Medium Term Notes, Series D, 2013, Tranche B, due January 30, 2030
|
Knights of Columbus
|
||
By:
|
/s/ Gilles Marchand
|
|
Name: Gilles Marchand
|
||
Title: VP
|
||
We acknowledge that we hold $14,000,000 Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030
|
South Jersey Gas Company
|
|||
By:
|
/s/ Ann T. Anthony
|
||
Name: Ann T. Anthony
|
|||
Title: Treasurer and Secretary
|
The Northwestern Mutual Life Insurance Company
|
||
By:
|
Northwestern Mutual Investment
|
|
Management Company, LLC, its
|
||
investment adviser
|
||
By:
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Title: Managing Director
|
||
We acknowledge that we hold $103,360,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
The Northwestern Mutual Life Insurance Company for its Group Annuity Separate Account
|
||
By:
|
/s/ Bradley T. Kunath
|
|
Name: Bradley T. Kunath
|
||
Its: Authorized Representative
|
||
We acknowledge that we hold $640,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
State Farm Life Insurance Company
|
||
By:
|
/s/ Julie Hoyer
|
|
Name: Julie Hoyer
|
||
Title: Investment Executive
|
||
By:
|
/s/ Jeffrey Attwood
|
|
Name: Jeffrey Attwood
|
||
Title: Investment Professional
|
||
We acknowledge that we hold $55,500,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
State Farm Insurance Companies Employee Retirement Trust
|
||
By:
|
/s/ Julie Hoyer
|
|
Name: Julie Hoyer
|
||
Title: Investment Executive
|
||
By:
|
/s/ Jeffrey Attwood
|
|
Name: Jeffrey Attwood
|
||
Title: Investment Professional
|
||
We acknowledge that we hold $5,500,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
State Farm Life and Accident Assurance Company
|
||
By:
|
/s/ Julie Hoyer
|
|
Name: Julie Hoyer
|
||
Title: Investment Executive
|
||
By:
|
/s/ Jeffrey Attwood
|
|
Name: Jeffrey Attwood
|
||
Title: Investment Professional
|
||
We acknowledge that we hold $3,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
Hartford Life Insurance Company
|
||
Hartford Fire Insurance Company
|
||
Hartford Insurance Company of Illinois
|
||
Hartford Life and Accident Insurance Company
|
||
By:
|
Hartford Investment Management Company Their Agent and Attorney-in-Fact
|
|
By:
|
/s/ Dawn Bruneau
|
|
Name: DAWN BRUNEAU
|
||
Title: VICE PRESIDENT
|
||
We acknowledge that Hartford Life Insurance Company holds $5,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
We acknowledge that Hartford Fire Insurance Company holds $4,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
We acknowledge that Hartford Insurance Company of Illinois holds $7,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
We acknowledge that Hartford Life and Accident Insurance Company holds $5,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
||
Kansas City Life Insurance Company
|
||
By:
|
Hartford Investment Management Company Its Agent and Attorney-in-Fact
|
|
By:
|
/s/ Dawn Bruneau
|
|
Name: DAWN BRUNEAU
|
||
Title: VICE PRESIDENT
|
||
We acknowledge that Kansas City Life Insurance Company holds $3,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
Country Life Insurance Company
|
||
By:
|
/s/ John A. Jacobs
|
|
Name: John A. Jacobs
|
||
Title: Director – Fixed Income
|
||
We acknowledge that we hold $8,000,000 Medium Term Notes, Series E, 2017, due January 25, 2047
|
SOUTH JERSEY GAS COMPANY, as Borrower
|
||
By:
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: VP & Treasurer
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent
|
||
By:
|
/s/ Patrick Engel | |
Name: Patrick Engel | ||
Title: Managing Director
|
BANK OF AMERICA, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Richard R. Powell
|
||
Name:
|
Richard R. Powell | ||
Title:
|
Vice President |
JPMORGAN CHASE BANK, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Justin Martin
|
||
Name:
|
Justin Martin
|
||
Title:
|
Authorized Officer
|
PNC BANK, NATIONAL ASSOCIATION,
as Issuing Bank and Lender
|
|||
By:
|
/s/ Thomas E. Redmond
|
||
Name:
|
Thomas E. Redmond
|
||
Title:
|
Managing Director
|
CITIZENS BANK OF PENNSYLVANIA, as Lender
|
|||
By:
|
/s/ Hassan Shakeel
|
||
Name:
|
Hassan Shakeel
|
||
Title:
|
Vice President, Portfolio Management
|
TD BANK, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Vijay Prasad
|
||
Name:
|
Vijay Prasad
|
||
Title:
|
Senior Vice President
|
BRANCH BANKING AND TRUST COMPANY, as Lender
|
|||
By:
|
/s/ Sharona Yen
|
||
Name:
|
Sharona Yen
|
||
Title:
|
Banking Officer
|
KEYBANK NATIONAL ASSOCIATION, as Lender
|
|||
By:
|
/s/ Renee M. Bonnell
|
||
Name:
|
Renee M. Bonnell
|
||
Title:
|
Vice President
|
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Lender
|
|||
By:
|
/s/ Laurel LB Magruder
|
||
Name:
|
Laurel LB Magruder
|
||
Title:
|
Group Vice President
|
SOUTH JERSEY GAS COMPANY, as Borrower
|
|||
By:
|
/s/ Ann T. Anthony
|
||
Name:
|
Ann T. Anthony
|
||
Title:
|
VP, Treasurer
|
PNC BANK, NATIONAL ASSOCIATION, as
Administrative Agent
|
|||
By:
|
/s/ Thomas E. Redmond
|
||
Name:
|
Thomas E. Redmond
|
||
Title:
|
Managing Director
|
PNC BANK, NATIONAL ASSOCIATION, as a
Lender
|
|||
By:
|
/s/ J. Alex Rolfe
|
||
Name:
|
J. Alex Rolfe
|
||
Title:
|
Vice President
|
BANK OF AMERICA, N.A., as a Lender
|
|||
By:
|
/s/ Richard R. Powell
|
||
Name:
|
Richard R. Powell
|
||
Title:
|
Vice President
|
CITIZENS BANK OF PENNSYLVANIA, as a
Lender
|
|||
By:
|
/s/ Hassan Shakeel
|
||
Name:
|
Hassan Shakeel
|
||
Title:
|
Vice President, Portfolio
Management
|
KEYBANK NATIONAL ASSOCIATION, as a
Lender
|
|||
By:
|
/s/ Renee M. Bonnell
|
||
Name:
|
Renee M. Bonnell
|
||
Title:
|
Vice President
|
TD BANK, N.A., as a Lender
|
|||
By:
|
/s/ Vijay Prasad
|
||
Name:
|
Vijay Prasad
|
||
Title:
|
Senior Vice President
|
BRANCH BANKING AND TRUST COMPANY,
as a Lender
|
|||
By:
|
/s/ Sharona Yen
|
||
Name:
|
Sharona Yen
|
||
Title:
|
Banking Officer
|
THE NORTHERN TRUST COMPANY, as a Lender
|
|||
By:
|
/s/ Peter J. Hallan
|
||
Name:
|
Peter J. Hallan
|
||
Title:
|
Vice President
|
SOUTH JERSEY INDUSTRIES, INC.
|
||||
By:
|
/s/ Ann T. Anthony
|
|||
Name:
|
Ann T. Anthony
|
|||
Title:
|
Vice President, Treasurer & Acting Corporate Secretary
|
MORGAN STANLEY SENIOR FUNDING,
|
||||
INC., as Administrative Agent
|
||||
By:
|
/s/ Emanuel Ma
|
|||
Name:
|
Emanuel Ma
|
|||
Title:
|
Vice President
|
MORGAN STANLEY BANK, N.A., as a Lender
|
||||
By:
|
/s/ Emanuel Ma
|
|||
Name:
|
Emanuel Ma
|
|||
Title:
|
Authorized Signatory
|
SOUTH JERSEY INDUSTRIES, INC.
|
||
By:
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: VP, Treasurer & Acting Corporate Secretary
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
as Administrative Agent, Issuing Bank, Swingline Lender and Lender
|
|||
By:
|
/s/ Patrick Engel | ||
Name:
|
Patrick Engel | ||
Title:
|
Managing Director |
BANK OF AMERICA, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Richard R. Powell
|
||
Name:
|
Richard R. Powell
|
||
Title:
|
Vice President
|
JPMORGAN CHASE BANK, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Justin Martin
|
||
Name:
|
Justin Martin
|
||
Title:
|
Authorized Officer
|
PNC BANK, NATIONAL ASSOCIATION, as Issuing Bank and Lender
|
|||
By:
|
/s/ Thomas E. Redmond
|
||
Name:
|
Thomas E. Redmond
|
||
Title:
|
Managing Director
|
CITIZENS BANK OF PENNSYLVANIA, as Lender
|
|||
By:
|
/s/ Hassan Shakeel
|
||
Name:
|
Hassan Shakeel
|
||
Title:
|
Vice President, Portfolio Management
|
TD BANK, N.A., as Issuing Bank and Lender
|
|||
By:
|
/s/ Vijay Prasad
|
||
Name:
|
Vijay Prasad
|
||
Title:
|
Senior Vice President
|
BRANCH BANKING AND TRUST COMPANY, as Lender
|
|||
By:
|
/s/ Sharona Yen
|
||
Name:
|
Sharona Yen
|
||
Title:
|
Banking Officer
|
KEYBANK NATIONAL ASSOCIATION, as Lender
|
|||
By:
|
/s/ Renee M. Bonnell
|
||
Name:
|
Renee M. Bonnell
|
||
Title:
|
Vice President
|
MANUFACTURERS AND TRADERS TRUST COMPANY,
as Lender
|
|||
By:
|
/s/ Laurel LB Magruder
|
||
Name:
|
Laurel LB Magruder
|
||
Title:
|
Group Vice President
|
SOUTH JERSEY INDUSTRIES, INC.
|
||
By:
|
/s/ Ann T. Anthony | |
Name: Ann T. Anthony
|
||
Title: VP, Treasurer & Acting Corporate Secretary
|
BANK OF AMERICA, N.A., as Administrative Agent
|
||
By:
|
/s/ Richard R. Powell | |
Name: Richard R. Powell
|
||
Title: Vice President
|
BANK OF AMERICA, N.A., as Lender
|
||
By:
|
/s/ Richard R. Powell | |
Name: Richard R. Powell
|
||
Title: Vice President
|