South Jersey Industries, Inc. Announces Expiration and Final Results of Cash Tender Offer
FOLSOM, N.J., Nov. 04, 2024 (GLOBE NEWSWIRE) — Media Contact: Krystle Straus
609-561-9000 ext. 4131
FOR IMMEDIATE RELEASE
South Jersey Industries, Inc. Announces Expiration and Final Results of Cash Tender Offer
FOLSOM, N.J., November 4, 2024 /PR Newswire/ – South Jersey Industries, Inc. (“SJI” or the “Company”) today announced the expiration and final results of the previously announced cash tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 5.625% Junior Subordinated Notes due 2079 (the “Notes”) from each registered holder of the Notes (each, a “Holder,” and collectively, the “Holders”) subject to the terms specified in the Offer to Purchase dated October 17, 2024 (as amended, the “Offer to Purchase”) and the related notice of guaranteed delivery (as amended, and together with the Offer to Purchase, the “Offer Documents”). The Withdrawal Deadline elapsed at 5:00 p.m., New York City time, on October 30, 2024. Capitalized terms used but not defined herein have meanings ascribed to them in the Offer to Purchase.
The principal amount of the Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on November 4, 2024 (the “Expiration Time”) is set forth in the table below.
| Title of Security | CUSIP / ISIN | Aggregate Principal Amount of Notes Outstanding(1) | Principal Amount of Notes Tendered(2) | Percentage of Principal Amount of Notes Tendered(2) | |||
| 5.625% Junior Subordinated Notes due 2079 | 838518207 / US8385182071 | $ | 200,000,000 | $ | 95,490,150 | 47.75 | % |
(1) Only Notes tendered in principal unit amounts equal to minimum denominations of $25.00 and integral multiples of $25.00 will be accepted. 8,000,000 units are currently held by DTC.
(2) As of 5:00 p.m., New York City Time, on November 4, 2024; not including $25,000 in aggregate principal amount of the Notes submitted pursuant to the Guaranteed Delivery Procedures described in the Offer Documents.
The complete terms of the Tender Offer are set forth in the Offer to Purchase. The Tender Offer expired at the Expiration Time. Subject to the terms of the Offer to Purchase, the Company expects to accept all Notes validly tendered and not validly withdrawn prior to the Expiration Time for the Total Consideration. The Total Consideration for each $25.00 principal amount of the Notes tendered and accepted for purchase pursuant to the Tender Offer will be $20.00. SJI expects that (i) the settlement for Notes validly tendered and not validly withdrawn on or before the Expiration Time will be on November 6, 2024 (the “Settlement Date”) and (ii) the settlement for Notes validly tendered and not validly withdrawn on or before the Guaranteed Delivery Date will be on November 8, 2024 (the “Guaranteed Delivery Settlement Date”).
Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date. Holders whose Notes are tendered and purchased pursuant to the Guaranteed Delivery Procedures will not receive payment in respect of any interest for the period from and including the Settlement Date. Interest payments on the Notes were paid on September 16, 2024, so accrued and unpaid interest payments will accrue from September 16, 2024 to, but excluding, the Settlement Date.
This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.
Mizuho Securities USA LLC is serving as the Dealer Manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer for the Notes should be directed to Mizuho Securities USA LLC at +866 271 7403 (toll free) or + 212 205 7741 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at www.dfking.com/sji and the following telephone numbers: banks and brokers at (800) 431-9633 (toll free); all others at (212) 269-5550 (all others) or email at [email protected].
About SJI
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.
Forward-Looking Statements
This press release contains forward-looking statements based on current expectations and assumptions that involve risks, uncertainties and assumptions. All statements other than statements of historical fact, including statements regarding the Settlement Date, the Guaranteed Delivery Settlement Date, guidance, industry prospects or future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, are forward-looking. Forward looking statements can also generally be identified by words such as “believe,” “expect,” “intend,” “seek,” “strategy,” “would,” “could,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general economic conditions on an international, national, state and local level; weather conditions in SJI’s marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in SJI’s distribution system; cybersecurity incidents and related disruptions; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; changes in business strategies; acquisition-related liabilities; the diversion of management time on acquisition-related issues; and public health crises and epidemics or pandemics. These risks and uncertainties, as well as other risks and uncertainties that could cause SJI’s actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in (i) in “Risk Factors” in the Offer to Purchase and (ii) “Risk Factors” in Part I, Item 1A in SJI’s Annual Report on Form 10-K for the year ended December 31, 2021. These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this press release. While the Company believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, the Company undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.
