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): January 25, 2023

SOUTH JERSEY INDUSTRIES, INC.

(Exact Name of Registrant as Specified in Charter)

New Jersey	1-6364	22-1901645
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. 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)

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
Common Stock - $1.25 par value per share	SJI	New York Stock Exchange
5.625% Junior Subordinated Notes due 2079	SJIJ	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

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.

Merger Approvals and Expected Closing Date

As previously disclosed, on February 23, 2022, South Jersey Industries, Inc. (the “Company”) entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, NJ Boardwalk Holdings LLC, a Delaware limited liability company (“Parent”), and Boardwalk Merger Sub, Inc., a New Jersey corporation and wholly owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, on the terms and subject to the conditions set forth therein, Merger Sub will merge with and into the Company (the “Merger”), with the Company continuing as the surviving corporation in the Merger and becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are part of the Infrastructure Investments Fund, a private investment vehicle focused on investing in critical infrastructure assets.

On January 25, 2023, the Company issued a press release announcing that the parties had received the approval of the New Jersey Board of Public Utilities to consummate the Merger. The Company previously received approvals required to consummate the Merger from the Federal Energy Regulatory Commission, the Federal Communications Commission, the Federal Trade Commission and the Antitrust Division of the Department of Justice. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The Company expects the Merger to close on or around February 1, 2023, subject to satisfaction or waiver of the remaining conditions to the closing of the Merger. As a result of the Merger, shares of common stock, $1.25 par value per share, of the Company (the “Company Common Stock”) will cease to be listed for trading on the New York Stock Exchange (the “NYSE”). In connection with the Merger, the Company also has provided notice to NYSE that it is voluntarily delisting its 5.625% Junior Subordinated Notes due 2079 and its Corporate Units from the NYSE. A Form 25 with respect to the delisting will be filed on or about February 6, 2023.

Stub Period Dividend

The Company expects that prior to the closing of the Merger, the Board of Directors of the Company (the “Board”) will declare a “stub period” dividend as allowed by the terms and provisions of the Merger Agreement. The Company expects that the dividend, as and when declared by the Board, will be in an amount equal to $0.1499 per share of Company Common Stock (which reflects the most recent regular quarterly dividend rate of $0.3100 per share, divided by 91 days, and multiplied by the number of days from and including December 20, 2022, the day after the record date for the most recent regular quarterly Company Common Stock dividend, to and including the day on which the Merger occurs, which is expected to be February 1, 2023). The Company expects that the “stub period” dividend, as and when declared by the Board, will be payable to the holders of record of Company Common Stock as of the close of business on the last day that Company Common Stock is traded on the NYSE, which is expected to be February 1, 2023, subject to the satisfaction of conditions to closing.

Item 9.01 Financial and Exhibits

Exhibit Index

99.1	Press Release issued by South Jersey Industries, Inc. on January 25, 2023
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 thereunto duly authorized.

	SOUTH JERSEY INDUSTRIES, INC.
Date: January 25, 2023	/s/ Michael J. Renna
	Michael J. Renna
	President and CEO

EX-99.1

Exhibit 99.1

Investor Contact: Dan Fidell (609) 561-9000 ext. 7027 dfidell@sjindustries.com
Media Contact: Dominick DiRocco (732) 239-4462 ddirocco@sjindustries.com

New Jersey Board of Public Utilities Approves Proposed Acquisition of South Jersey Industries by Infrastructure Investments Fund

FOLSOM, NJ, and NEW YORK, January 25, 2023 – South Jersey Industries, Inc. (NYSE: SJI) (SJI) and the Infrastructure Investments Fund (IIF), a private investment vehicle focused on investing in critical infrastructure assets, today announced that the New Jersey Board of Public Utilities (NJ BPU) has unanimously approved IIF’s proposed acquisition of SJI.

Under the terms of the NJ BPU approval, SJI has made the following commitments, among others:

• $75 million in financial benefits for Elizabethtown Gas and South Jersey Gas customers including, a rate credit to all customers and bill relief for certain accounts in arrears due to the COVID-19 pandemic.

• $5 million in community support contributions which may include charitable, educational, community support and economic development efforts.

• $2.5 million in contributions to NJ SHARES (not earmarked for Elizabethtown Gas or South Jersey Gas customers), to assist New Jersey’s low-income customers with payment of their utility bills.

SJI and IIF issued the following statement:

We are pleased that the NJ BPU recognizes the significant benefits this partnership presents for the communities in which SJI operates. The NJ BPU’s approval marks the final regulatory approval needed to complete the transaction, which we expect to occur on February 1, 2023.

As a result of the transaction, shares of common stock, $1.25 par value per share, of SJI will cease to be listed for trading on the New York Stock Exchange (the NYSE). In connection with the transaction, SJI also has provided notice to NYSE that it is voluntarily delisting its 5.625% Junior Subordinated Notes due 2079 and its Corporate Units from the NYSE. A Form 25 with respect to the delisting will be filed on or about February 6, 2023.

SJI expects that prior to the closing of the transaction, SJI’s board of directors will declare a “stub period” dividend as allowed by the terms and provisions of the merger agreement for the transaction. SJI expects that the dividend, as and when declared by the board of directors, will be in an amount equal to $0.1499 per share of common stock (which reflects the most recent regular quarterly dividend rate of $0.3100 per share, divided by 91 days, and multiplied by the number of days from and including December 20, 2022, the day after the record date for the most recent regular quarterly dividend, to and including the day on which the closing of the transaction is expected to occur). SJI expects that the “stub period” dividend, as and when declared by the board of directors, will be payable to the holders of record of common stock as of the close of business on the last day that common stock is traded on the NYSE, which is expected to be February 1, 2023.

About SJI

SJI (NYSE: SJI), an energy infrastructure holding company based in Folsom, NJ, delivers energy services to customers through two primary subsidiaries: SJI Utilities (SJIU) and SJI Energy Enterprises (SJIEE).  SJIU houses the company’s regulated natural gas utility operations, delivering safe, reliable and affordable natural gas to more than 700,000 residential, commercial and industrial customers across New Jersey via its South Jersey Gas and Elizabethtown Gas subsidiaries. SJIEE houses the company’s non-utility operations primarily focused on clean energy development and decarbonization via renewable energy production and energy management activities. Visit sjindustries.com for more information about SJI and its subsidiaries.

XML

Document and Entity Information	Jan. 25, 2023
Entity Listings [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jan. 25, 2023
Entity File Number	1-6364
Entity Registrant Name	SOUTH JERSEY INDUSTRIES, INC.
Entity Central Index Key	0000091928
Entity Incorporation, State or Country Code	NJ
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
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Common Stock [Member]
Entity Listings [Line Items]
Title of 12(b) Security	Common Stock - $1.25 par value per share
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	SJIV
Security Exchange Name	NYSE