8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): March 25, 2021

SOUTH JERSEY INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

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)

(609) 561-9000

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)      
 

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 Symbols	Name of each exchange on which registered
Common Stock	SJI	New York Stock Exchange
5.625% Junior Subordinated Notes due 2079	SJIJ	New York Stock Exchange
Corporate Units	SJIU	New York Stock Exchange
Corporate Units	SJIV	New York Stock Exchange

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 8.01          Other Events.

On March 25, 2021, South Jersey Industries, Inc. (the “Company”) priced the registered public remarketing of $287,500,000 aggregate principal amount of its Series A junior subordinated notes due April 15, 2031 (the “Notes”).  The Notes were originally issued on April 23, 2018, as components of equity units that were initially in the form of corporate units issued by the Company.  The interest rate on the Notes has been reset to 5.020% per year, and this reset rate will become effective on the settlement date of the remarketing.  Interest on the Notes will be payable semi-annually on April 15 and October 15, commencing on April 15, 2021, and at maturity.  The remarketing is expected to settle on or around March 30, 2021, subject to customary closing conditions.

This Current Report on Form 8-K is being filed to report as exhibits certain documents in connection with the remarketing.

Item 9.01          Financial Statements and Exhibits.

(d) Exhibits

The following exhibits are being filed herewith:

Number	Exhibit
4.1	Officer’s Certificate of South Jersey Industries, Inc., dated March 25, 2021, setting forth the terms of the Notes effective March 29, 2021
104	Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document.

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.

Date: March 26, 2021	SOUTH JERSEY INDUSTRIES, INC.
	By:	/s/ Steven Cocchi
	Name:	Steven Cocchi
	Title:	Chief Financial Officer

EX-4.1

Exhibit 4.1

SOUTH JERSEY INDUSTRIES, INC.

1 South Jersey Plaza

Folsom, New Jersey 08037

March 25, 2021

U.S. Bank National Association, as Trustee

CityPlace I

185 Asylum Street, 27^th Floor

Hartford, CT 06103

Attention: Global Corporate Trust

Re: 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 (the “Notes”) (CUSIP No. 838518AA6 / ISIN US838518AA63)

Ladies and Gentlemen:

Pursuant to Section 9.3(c)(1) of the First Supplemental Indenture, dated as of April 23, 2018 (the “First Supplemental Indenture”) to the Junior Subordinated Indenture, dated as of April 23, 2018 (the “Base Indenture” and, the Base Indenture, as supplemented by the First Supplemental Indenture, the “Indenture”), each between South Jersey Industries, Inc. (the “Company”) and U.S. Bank National Association, as trustee (the “Trustee”), the Company hereby notifies you, as Trustee, that the new interest rate being referred to in the Indenture as the Reset Rate for the Notes will be 5.020% per annum.  Capitalized terms used but not otherwise defined herein shall have the meanings set forth in the Base Indenture or, if not defined in the Base Indenture, in the First Supplemental Indenture.

The undersigned, Steve R. Cocchi, the duly elected or appointed Senior Vice President and Chief Financial Officer of the Company, holding the office set forth beneath his signature below, does hereby certify, in his capacity as such officer and pursuant to Section 15.4 of the Base Indenture and Section 9.3(c)(1) of the First Supplemental Indenture, as follows:

(i) the undersigned has read the covenants and conditions, and understand the provisions of the Indenture, including without limitation Section 9.3(c)(1) of the First Supplemental Indenture, and the definitions related thereto, as well as such other documents as the undersigned deemed necessary or appropriate to certify as to the matters set forth herein;

(ii) the undersigned has conferred with other officers of the Company who have examined such records of the Company and have made such other investigation as the undersigned deemed relevant for purposes of this Officers’ Certificate;

(iii) in the opinion of the undersigned, the undersigned has made such examination or investigation as is necessary to enable the undersigned to express an informed opinion as to whether the covenants and conditions relating to Section 9.3(c)(1) of the First Supplemental Indenture have been complied with; and

(iv) on the basis of the foregoing, the undersigned is of the opinion that all conditions precedent (including covenants, compliance with which constitute conditions precedent) necessary to effect the matters set forth above have been complied with.

[Remainder of Page Intentionally Blank]

IN WITNESS WHEREOF, the undersigned has executed this Officer’s Certificate as of the date first written above.

/s/ Steve R. Cocchi
Name:	Steve R. Cocchi
Title:	Senior Vice President and
	Chief Financial Officer

[Signature Page to Officer’s Certificate pursuant to Section 9.3(c)(1) of the First Supplemental Indenture]

XML

Document and Entity Information	Mar. 25, 2021
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Mar. 25, 2021
Entity Registrant Name	SOUTH JERSEY INDUSTRIES, INC.
Entity Incorporation, State or Country Code	NJ
Entity File Number	1-6364
Entity Tax Identification Number	22-1901645
Entity Address, Address Line One	1 South Jersey Plaza
Entity Address, City or Town	Folsom
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	08037
City Area Code	609
Local Phone Number	561-9000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000091928
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock
Trading Symbol	SJI
Security Exchange Name	NYSE
5.625% Junior Subordinated Notes due 2079 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	5.625% Junior Subordinated Notes due 2079
Trading Symbol	SJIJ
Security Exchange Name	NYSE
Corporate Units [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Corporate Units
Trading Symbol	SJIU
Security Exchange Name	NYSE
Corporate Units1 [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Corporate Units
Trading Symbol	SJIV
Security Exchange Name	NYSE