South Jersey Industries, Inc. Announces Increase in Total Consideration for 5.625% Junior Subordinated Notes due 2079 and Extension of the Expiration Time and Guaranteed Delivery Date for Cash Tender Offer

Rhea-AI Summary

South Jersey Industries (SJI) has announced changes to its cash tender offer for its 5.625% Junior Subordinated Notes due 2079. The company has increased the Total Consideration from $18.00 to $20.00 for each $25.00 principal amount of Notes and extended key deadlines. The new Expiration Time is set for November 4, 2024, at 5:00 p.m. NYC time, with the Guaranteed Delivery Date extended to November 6, 2024. As of October 28, 2024, $7,792,225 (3.9%) of the total $200,000,000 Notes outstanding had been tendered. The Withdrawal Deadline remains unchanged at October 30, 2024.

Positive

• Increased tender offer consideration from $18.00 to $20.00 per $25.00 principal amount
• Extended deadline provides more time for noteholders to participate

Negative

• Low tender participation rate of only 3.9% as of October 28, 2024
• Higher buyback price increases cash outflow for the company

Insights

Financial Analyst

The amended tender offer for SJI's junior subordinated notes represents a significant improvement in terms for noteholders. The $2.00 increase in total consideration to $20.00 per $25.00 principal amount represents a 11.1% boost from the original offer. However, with only 3.9% of notes tendered so far ($7.79 million out of $200 million outstanding), the enhanced terms suggest SJI is eager to increase participation.

The extension of the expiration time to November 4 and guaranteed delivery date to November 6 gives holders additional time to evaluate the improved terms. The fixed withdrawal deadline of October 30 creates urgency for decision-making. This tender offer appears aimed at liability management, potentially reducing the company's long-term debt obligations at a discount to par value.

FOLSOM, NJ, Oct. 29, 2024 (GLOBE NEWSWIRE) --                                                                                                  Media Contact: Krystle Straus
609-561-9000 ext. 4131

                kstraus@sjindustries.com

        

FOR IMMEDIATE RELEASE

South Jersey Industries, Inc. Announces Increase in Total Consideration for 5.625% Junior Subordinated Notes due 2079 and Extension of the Expiration Time and Guaranteed Delivery Date for Cash Tender Offer

FOLSOM, NJ, October 29, 2024 – SJI today announced it has increased the Total Consideration from $18.00 to $20.00 for each $25.00 principal amount of the Notes (as defined below) and extended the Expiration Time (as defined below) and Guaranteed Delivery Date (as defined below) for 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 it may be amended or supplemented from time to time, the “Offer to Purchase”) and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery”). Capitalized terms used but not defined herein have meanings ascribed to them in the Offer to Purchase.

Under the new terms of the Tender Offer, (i) the Total Consideration for the Notes has been increased to $20.00 for each $25.00 principal amount of the Notes (the “Amended Total Consideration”), as set forth in the table below, (ii) the Expiration Time has been extended to 5:00 p.m., New York City time, on November 4, 2024 and (iii) the Guaranteed Delivery Date has been extended to 5:00 p.m., New York City time, on November 6, 2024. In addition, the Withdrawal Deadline, which was 5:00 p.m., New York City time, on October 30, 2024, will not be extended. The number of Notes that were validly tendered and not validly withdrawn in the Tender Offer as of 5:00 p.m., New York City time, on October 28, 2024 are set forth in the table below.

No further action is required to be taken by Holders of Notes that have already validly tendered and not validly withdrawn their Notes in order to receive the Amended Total Consideration, plus accrued and unpaid interest payments, on the Settlement Date.

Title of Security	CUSIP / ISIN	Aggregate Principal Amount of Notes Outstanding(1)		Amended Total Consideration(2)	Principal Amount of Notes Tendered		Percentage of Principal Amount of Notes Tendered(3)
5.625% Junior Subordinated Notes due 2079	838518207 / US8385182071	$	200,000,000	$20.00 per $25.00 principal amount of Notes	$	7,792,225	3.9	%

(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)        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 (as defined below). Interest payments on the Notes were paid on September 16, 2024, so we expect accrued and unpaid interest payments to accrue from September 16, 2024 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.

(3)         As of 5:00 p.m., New York City Time, on October 28, 2024.

Indicative timetable for the Tender Offer:

Event	Calendar Date and Time
Commencement	October 17, 2024
Withdrawal Deadline	5:00 p.m., New York City time, on October 30, 2024, unless extended.
Expiration Time	5:00 p.m., New York City time, on November 4, 2024, unless extended.
Settlement Date	Promptly after the Expiration Time. Expected to be November 6, 2024, the second business day following the Expiration Time, but subject to change.
Guaranteed Delivery Date	Expected to be November 6, 2024, the second business day following the Expiration Time.
Guaranteed Delivery Settlement Date	Expected to be November 8, 2024, the fourth business day following the Expiration Time.

The complete terms of the Tender Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery, as amended by this press release. Consummation of the Tender Offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. See “Terms of the Tender Offer—Conditions to the Tender Offer” in the Offer to Purchase. Accordingly, there can be no assurance that the Tender Offer will be consummated or that any failure to consummate the Tender Offer will not have a negative effect on the market price and liquidity of the Notes. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered.

Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, SJI expects that settlement for Notes validly tendered and not validly withdrawn on or before the Expiration Time or, if pursuant to the Guaranteed Delivery Procedures, on or before the Guaranteed Delivery Date, will be on November 6, 2024 (the “Settlement Date”) and on November 8, 2024 (the “Guaranteed Delivery Settlement Date”), as applicable.

For a Holder who holds Notes through DTC to validly tender Notes pursuant to the Tender Offer, an Agent's Message (as defined in the Offer to Purchase) and any other required documents must be received by the Tender Agent at its address set forth on the Offer to Purchase at or prior to the Expiration Time. For a Holder who holds Notes through Clearstream Banking, société anonyme or Euroclear Bank SA/NV to validly tender Notes pursuant to the Offers, such Holder must tender such Notes in accordance with the procedures of such clearing system. There is no letter of transmittal for the Offer to Purchase.

Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to the Notes at any time. If the Tender Offer is terminated without Notes being accepted for purchase, Notes tendered pursuant to the Tender Offer will promptly be returned to the tendering Holders. Except as described herein, the terms of the Tender Offer remain unchanged.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in the Tender Offer before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.

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 or the documents incorporated by reference therein 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 sji@dfking.com.

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 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 our 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 our 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.

FAQ

What is the new total consideration for SJI's 2079 Junior Subordinated Notes tender offer?

SJI has increased the total consideration to $20.00 for each $25.00 principal amount of the 5.625% Junior Subordinated Notes due 2079.

When is the new expiration time for SJI's tender offer?

The new expiration time for SJI's tender offer is 5:00 p.m., New York City time, on November 4, 2024.

How many SJI notes were tendered as of October 28, 2024?

$7,792,225 worth of notes were tendered, representing 3.9% of the total outstanding amount.

What is the settlement date for SJI's tender offer?

The settlement date is expected to be November 6, 2024, with a guaranteed delivery settlement date of November 8, 2024.