South Jersey Industries, Inc. Commences Tender Offer to Purchase for Cash Any and All of the Outstanding 5.625% Junior Subordinated Notes due 2079
South Jersey Industries (SJI) has launched a cash tender offer to purchase any and all of its outstanding 5.625% Junior Subordinated Notes due 2079. The offer expires on October 30, 2024, at 5:00 p.m., New York City time, unless extended. The total consideration is $18.00 per $25.00 principal amount of Notes, plus accrued and unpaid interest.
Key dates include:
- Withdrawal Deadline: October 30, 2024, 5:00 p.m. NYC time
- Expiration Time: October 30, 2024, 5:00 p.m. NYC time
- Settlement Date: Expected November 1, 2024
- Guaranteed Delivery Date: Expected November 1, 2024
- Guaranteed Delivery Settlement Date: Expected November 5, 2024
The tender offer is not conditioned on any minimum amount of Notes being tendered. Mizuho Securities USA is serving as the Dealer Manager for the offer.
- Opportunity for noteholders to cash out at a premium
- Potential reduction in SJI's long-term debt obligations
- Flexibility in the offer with no minimum tender amount required
- Potential decrease in available capital for SJI if a significant amount of notes are tendered
- Offer price of $18.00 per $25.00 principal amount represents a discount to face value
Insights
This tender offer by South Jersey Industries (SJI) to purchase its outstanding 5.625% Junior Subordinated Notes due 2079 is a significant financial move. The company is offering
The total outstanding amount of these notes is
For investors holding these notes, the decision to tender will depend on their assessment of SJI's credit quality and future interest rate expectations. The current yield on these notes (5.625%) may be attractive in the current interest rate environment, which could impact the participation rate.
Overall, this move suggests SJI is actively managing its capital structure, potentially to improve its balance sheet or prepare for future financing needs. The market's response to this offer will be telling of investor sentiment towards SJI's credit and the broader utility sector.
From a legal perspective, this tender offer is structured to comply with securities regulations. Key points to note:
- The offer is open to all holders, ensuring fair treatment of investors.
- There's a clearly defined timeline, including an expiration time and withdrawal deadline, providing transparency and allowing investors sufficient time to make decisions.
- The use of a Dealer Manager (Mizuho Securities USA ) and a Tender Agent/Information Agent (D.F. King & Co., Inc.) adds credibility and ensures proper handling of the process.
- The offer is subject to conditions, including "absence of certain adverse legal and market developments," which protects the company's interests.
Importantly, the company explicitly states that this press release does not constitute an offer to sell or purchase securities, aligning with legal requirements to avoid unintended solicitation. The emphasis on the Offer to Purchase document as the sole basis for the tender offer is important for legal compliance.
Investors should be aware that while the process appears to be legally sound, as with any financial transaction, there are always potential risks and it's advisable to consult with financial and legal advisors before participating.
FOLSOM, NJ, , Oct. 17, 2024 (GLOBE NEWSWIRE) -- 
Media Contact: Krystle Straus
609-561-9000 ext. 4131
kstraus@sjindustries.com
FOR IMMEDIATE RELEASE
South Jersey Industries, Inc. Commences Tender Offer to Purchase for Cash Any and All of the Outstanding
FOLSOM, NJ, October 17, 2024 – SJI today announced it has commenced a cash tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding
| Title of Security | CUSIP / ISIN | Aggregate Principal Amount of Notes Outstanding(1) | Total Consideration(2) | |
| 838518207 / US8385182071 | $ | 200,000,000 | ||
(1) Only Notes tendered in principal unit amounts equal to minimum denominations of
(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.
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 October 30, 2024, unless extended. |
| Settlement Date | Promptly after the Expiration Time. Expected to be November 1, 2024, the second business day following the Expiration Time, but subject to change. |
| Guaranteed Delivery Date | Expected to be November 1, 2024, the second business day following the Expiration Time. |
| Guaranteed Delivery Settlement Date | Expected to be November 5, 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. 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.
The Tender Offer will expire at 5:00 p.m., New York City time, on October 30, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”). Holders of Notes must validly tender and not validly withdraw their Notes at or before 5:00 p.m., New York City time, on October 30, 2024 (such time and date, as the same may be extended, the “Withdrawal Deadline”) or, if pursuant to the Guaranteed Delivery Procedures, at or prior to 5:00 p.m., New York City time, on November 1, 2024 (the “Guaranteed Delivery Date”) to be eligible to receive the Total Consideration (as defined herein) per
The “Total Consideration” for each
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.
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 (866) 864-7964 (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 expiration date for SJI's tender offer for its 5.625% Junior Subordinated Notes?
How much is SJI offering per $25.00 principal amount of Notes in the tender offer?
When is the expected settlement date for SJI's tender offer?
Who is serving as the Dealer Manager for SJI's tender offer?
