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