South Jersey Industries, South Jersey Gas and Elizabethtown Gas Announce Offers to Purchase Notes

Rhea-AI Summary

South Jersey Industries (SJI) announced change of control offers to repurchase various senior notes and bonds from its subsidiaries, South Jersey Gas (SJG) and Elizabethtown Gas (ETG), following a recent acquisition by the Infrastructure Investments Fund (IIF). The offers include repurchases of multiple series of notes due between 2024 and 2058. The SJI Offers will expire on March 16, 2023, while SJG and ETG offers will expire on March 28 and 29, 2023, respectively. The purchase price for all validly tendered notes will equal 100% of the principal amount plus accrued interest. Investors are encouraged to review the offer documents for detailed terms.

Positive

• Repurchase offers are at 100% of principal plus accrued interest, enhancing investor confidence.
• Offers are part of compliance with note purchase agreements, ensuring financial discipline.

Negative

• The change of control due to acquisition may signal instability or concern about future governance.
• Potential financial risk associated with the large volume of debt being repurchased.

FOLSOM, NJ, Feb. 22, 2023 (GLOBE NEWSWIRE) --                                                                                                  Media Contact: Dominick DiRocco
(732) 239-4462

                ddirocco@sjindustries.com

                                                                                       Investor Contact: Dan Fidell
(609) 561-9000 ext. 7027
dfidell@sjindustries.com

FOR IMMEDIATE RELEASE

South Jersey Industries, South Jersey Gas and Elizabethtown Gas Announce Offers to Purchase Notes

FOLSOM, NJ, February 22, 2023 – South Jersey Industries, Inc. (SJI) announced today that SJI commenced change of control offers (the “SJI Offers”) to repurchase its (i) 3.22% Senior Notes, Series 2017A-1, due 2024, (ii) 3.46% Senior Notes, Series 2017B-1, due 2027, (iii) 3.32% Senior Notes, Series 2017A-2, due 2025, (iv) 3.56% Senior Notes, Series 2017B-2, due 2028, (v) 3.82% Senior Notes, Series 2018B, due 2028, (vi) 3.92% Senior Notes, Series 2018C, due 2030, (vii) 3.71% Senior Notes, Series 2020A, due 2027, and (viii) 3.91% Senior Notes, Series 2020B, due 2030 (collectively, the “SJI Notes”). SJI will accept for purchase all SJI Notes validly tendered at or before the expiration date of the SJI Offers, which is 5:00 p.m. EST on March 16, 2023. As required by the note purchase agreements under which the SJI Notes were issued, the purchase price with respect to the SJI Notes in the SJI Offers is equal to 100% of the principal amount of the respective SJI Notes, plus accrued and unpaid interest to the date of purchase.

South Jersey Gas Company (SJG), an indirect wholly-owned subsidiary of SJI, also announced today that SJG commenced change of control offers (the “SJG Offers”) to repurchase its (i) Medium Term Notes, Series C, 2010-1, Tranche A, due 2026, (ii) Medium Term Notes, Series C, 2010-1, Tranche B, due 2026, (iii) Medium Term Notes, Series C, 2010-2, Tranche A, due 2025, (iv) Medium Term Notes, Series C, 2010-2, Tranche B, due 2027, (v) Medium Term Notes, Series D, 2012-1, due 2032, (vi) Medium Term Notes, Series D, 2012-2, Tranche A, due 2024, (vii) Medium Term Notes, Series D, 2012-2, Tranche B, due 2024, (viii) Medium Term Notes, Series D, 2013, Tranche A, due 2030, (ix) Medium Term Notes, Series D, 2013, Tranche B, due 2030, (x) Medium Term Notes, Series E, 2017, due 2047, (xi) Senior Secured Notes, Series F, 2020, Tranche A, due 2030, (xii) Senior Secured Notes, Series F, 2020, Tranche B, due 2050, and (xiii) Senior Secured Notes, Series F, 2020, Tranche C due 2050 (collectively, the “SJG Notes”). SJG will accept for purchase all SJG Notes validly tendered at or before the expiration date of the SJG Offers, which is 5:00 p.m. EST on March 28, 2023. As required by the note purchase agreements under which the SJG Notes were issued, the purchase price with respect to the SJG Notes in the SJG Offers is equal to 100% of the principal amount of the respective SJG Notes, plus accrued and unpaid interest to the date of purchase.

Elizabethtown Gas Company (ETG), an indirect wholly-owned subsidiary of SJI, also announced today that ETG commenced change of control offers (the “ETG Offers” and, together with the SJI Offers and the SJG Offers, the “Offers”) to repurchase its (i) 4.02% First Mortgage Bonds, Series 2018A-1, due 2028, (ii) 4.22% First Mortgage Bonds, Series 2018A-2, due 2033, (iii) 4.29% First Mortgage Bonds, Series 2018A-3, due 2038, (iv) 4.37% First Mortgage Bonds, Series 2018A-4, due 2048, (v) 4.52% First Mortgage Bonds, Series 2018A-5, due 2058, (vi) 2.84% First Mortgage Bonds, Series 2019A-1, due 2029, (vii) 2.84% First Mortgage Bonds, Series 2019A-2, due 2029, (viii) 2.94% First Mortgage Bonds, Series 2019A-3, due 2031, (ix) 2.94% First Mortgage Bonds, Series 2019A-4, due 2031, (x) 3.28% First Mortgage Bonds, Series 2020A-1, Tranche A, due 2050, (xi) 3.38% First Mortgage Bonds, Series 2020A-1, Tranche B, due 2060, (xii) 2.26% First Mortgage Bonds, Series 2020A-2, Tranche A, due 2031, (xiii) 3.08% First Mortgage Bonds, Series 2020A-2, Tranche B, due 2041, and (xiv) 3.36% First Mortgage Bonds, Series 2020A-2, due 2051 (collectively, the “ETG Bonds” and, together with the SJI Notes and the SJG Notes, the “Notes”). ETG will accept for purchase all ETG Bonds validly tendered at or before the expiration date of the ETG Offers, which is 5:00 p.m. EST on March 29, 2023. As required by the bond purchase agreements under which the ETG Bonds were issued, the purchase price with respect to the ETG Bonds in the ETG Offers is equal to 100% of the principal amount of the ETG Bonds, plus accrued and unpaid interest to the date of purchase.

Each of the Offers is being made pursuant to SJI, SJG or ETG’s respective obligations under the note purchase agreements or bond purchase agreements, as applicable, which require SJI, SJG or ETG to make an offer to purchase the SJI Notes, SJG Notes or ETG Bonds, as applicable, following a “Change in Control” (as defined in the note purchase agreements or bond purchase agreements). A “Change in Control” occurred on February 1, 2023 as a result of the completion of the acquisition of SJI by the Infrastructure Investments Fund (IIF).

Each of the Offers is being made upon the terms and conditions set forth in SJI, SJG or ETG’s applicable notice of change of control and offer to purchase, dated February 22, 2023 and the related letter of transmittal (collectively, the “Offer Documents”).

The depositary and paying agent for the Offers is Wilmington Trust, National Association at Wilmington Trust, National Association, attention: M&A Team, Suite 1290, 50 South 6th Street, Minneapolis, MN 55402. Holders with questions regarding the terms of the Offers or who would like additional copies of the Offer Documents may contact Wilmington Trust, National Association by telephone at 612-217-5664 or by email at equityholdercontact@wilmingtontrust.com.

This press release does not constitute an offer to buy or the solicitation of an offer to sell Notes in any circumstances or jurisdiction in which such offer or solicitation is unlawful. The Offers are being made only pursuant to the respective Offer Documents. Holders and investors should read carefully the Offer Documents because they contain important information, including the various terms of the Offers. None of IIF, SJI, SJG, ETG or their respective affiliates is making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Offers.

For more information about SJI and its subsidiaries, please visit sjindustries.com.

About South Jersey Industries

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.

About South Jersey Gas

South Jersey Gas delivers safe, reliable, affordable natural gas and promotes energy efficiency to more than 400,000 residential, commercial and industrial customers in Atlantic, Cape May, Cumberland, Salem, and portions of Gloucester, Burlington and Camden counties in New Jersey.

About Elizabethtown Gas

Elizabethtown Gas, a subsidiary of SJI, delivers safe, reliable, and affordable natural gas and promotes energy efficiency to over 300,000 residential, commercial and industrial customers in parts of Union, Middlesex, Sussex, Warren, Hunterdon, Morris and Mercer counties. For seven years in a row, Elizabethtown Gas has ranked highest in customer satisfaction for residential gas service among east midsize utilities by J.D. Power and Associates.

Forward-Looking Statements

This news release includes statements that are forward-looking statements made pursuant to the safe harbor provisions of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements regarding the expiration time of the Offers and the acceptance for purchase by SJI, SJG and ETG of their respective Notes validly tendered under the Offers, and any other statements regarding SJI, SJG and ETG’s future expectations, beliefs, plans, objectives, financial conditions, assumptions or future events or performance that are not historical facts. This information may involve risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. The acceptance for purchase by SJI, SJG and ETG of the Notes validly tendered pursuant to the Offers is subject to all terms of the Offers being satisfied or waived.

When used in this release, words such as “anticipate,” “believe,” "estimate," “expect,” “forecast,” “goal,” “intend,” “objective,” “plan,” “project,” “seek,” “strategy,” "target," "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. Such 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, 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 under the heading “Item 1A. Risk Factors” on Form 10-K for the year ended December 31, 2021 filed by SJI and SJG and SJI's or SJG’s other filings with the Securities and Exchange Commission, in each case to the extent such filings relate to SJI, SJG or ETG, as applicable. Each of SJI, SJG and ETG cautions that these risks and factors are not exclusive. Management cautions against putting undue reliance on forward-looking statements or projecting any future results based on such statements or present or prior earnings levels. Forward-looking statements speak only as of the date of this press release, and neither SJI, SJG nor ETG undertakes any obligation to update or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances that exist after the date as of which the forward-looking statements were made.

FAQ

What are the change of control offers from South Jersey Industries (SJI)?

SJI has announced offers to repurchase various senior notes and bonds from its subsidiaries due to a change in control following the acquisition by IIF.

When do the SJI offers expire?

The SJI offers expire at 5:00 p.m. EST on March 16, 2023.

What is the purchase price for the notes in the SJI offers?

The purchase price is 100% of the principal amount plus accrued and unpaid interest.

What is the reason for the change of control offers from South Jersey Gas (SJG)?

The change of control offers are due to the recent acquisition of SJI by the Infrastructure Investments Fund.

What are the expiration dates for the SJG and ETG offers?

The SJG offers expire on March 28, 2023, and the ETG offers expire on March 29, 2023.