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South Jersey Industries, Inc. Announces Increase in Total Consideration for Corporate Units and Extension of the Early Tender Deadline for Cash Tender Offer

FOLSOM, N.J., Sept. 19, 2023 /PRNewswire/ -- South Jersey Industries, Inc. ("SJI" or the "Company") today announced it has increased the Total Consideration for its Corporate Units (as defined below) and extended the Early Tender Deadline (as defined below) for the previously announced cash tender offer to purchase for cash any and all of (i) the outstanding Corporate Units, each consisting of a purchase contract issued by SJI to purchase shares of its common stock and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of its 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (the "RSNs") (the "Corporate Units") and (ii) the Separate RSNs (as defined in the Offer to Purchase) listed in the table below (collectively, the "Securities," and each a "Series" of Securities) from each registered holder of the applicable Series of Securities (each, a "Holder," and collectively, the "Holders") subject to the terms specified in the Offer to Purchase dated September 5, 2023 (as amended, the "Offer to Purchase"), including the Financing Condition (as defined in the Offer to Purchase) (the "Tender Offer") until 5:00 p.m., New York City time, on October 3, 2023 (as so extended, and as may be further extended, the "Early Tender Deadline").

Under the new terms of the Tender Offer, (i) the Total Consideration for Corporate Units has been increased to $69.25 (the "Amended Corporate Units Total Consideration"), as set forth in the table below, and (ii) the Early Tender Deadline has been extended to 5:00 p.m., New York City time, on October 3, 2023. Accordingly, the Early Tender Deadline and the Expiration Time for the Tender Offer will now be the same. The Total Consideration for the Separate RSNs will remain the same. In addition, the Withdrawal Deadline, which was 5:00 p.m., New York City time, on September 18, 2023, has passed and will not be extended. The number of Corporate Units and the principal amount of the Separate RSNs that were validly tendered and not validly withdrawn in the Tender Offer as of 5:00 p.m., New York City time, on September 18, 2023 are set forth in the table below.

Title of Security

CUSIP / ISIN

Aggregate Number
of Corporate Units
and Aggregate
Principal Amount of
Separate RSNs
Outstanding

Early Tender
Premium

Total
Consideration(1)(2)

Number of
Corporate Units
and Principal
Amount of
Separate RSNs
Tendered(4)

Number of
Corporate Units
and Principal
Amount of
Separate RSNs
Tendered(4)

Corporate Units(3)

838518306 /
US8385183061

3,085,100 Corporate
Units

$1.50 per Corporate
Unit

$69.25 per
Corporate Unit

2,084,501 Corporate
Units

67.57 %

Separate RSNs

838518AB4 /
US838518AB47

$173,149,000
principal amount of
Separate RSNs

$30 per $1,000
principal amount of
Separate RSN

$975 per $1,000
principal amount of
Separate RSN

$173,140,000
principal amount of
Separate RSNs

99.99 %



(1)

Holders whose Corporate Units are accepted for purchase pursuant to the Tender Offer will also receive (i) accrued and unpaid contract adjustment payments and (ii) accrued and unpaid interest payments, in each case from the last applicable payment date to, but excluding, the Settlement Date (as defined below). Holders whose Separate RSNs are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased RSNs from the last interest payment date for such RSNs to, but excluding, the Settlement Date. Contract adjustment payments and interest payments on the Corporate Units and interest payments on the Separate RSNs will be paid on October 1, 2023, so we expect accrued and unpaid interest payments and contract adjustment payments, as applicable, to accrue from October 1, 2023 to, but excluding, the Settlement Date.

(2)

Includes the Early Tender Premium.

(3)

Each Corporate Unit has a stated amount of $50.

(4)

As of 5:00 p.m., New York City time, on September 18, 2023.

Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, SJI expects that settlement for Securities validly tendered and not validly withdrawn on or before the Early Tender Deadline and the Expiration Time will be on October 5, 2023 (the "Settlement Date"). No further action is required to be taken by Holders of Corporate Units that have already validly tendered and not validly withdrawn their Corporate Units in order to receive the Amended Corporate Units Total Consideration, plus accrued and unpaid contract adjustment payments and interest payments, on the Settlement Date. For a Holder who holds Securities through DTC to validly tender Securities 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 Securities through Clearstream Banking, société anonyme or Euroclear Bank SA/NV to validly tender Securities pursuant to the Tender Offer, such Holder must tender such Securities 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 Securities at any time.  If the Tender Offer is terminated with respect to any Series of Securities without Securities of such Series being accepted for purchase, Securities of such Series 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.

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.

BofA Securities is serving as the Dealer Manager in connection with the Tender Offer.  Questions regarding the terms of the Tender Offer for the Corporate Units should be directed to BofA Securities at +1 (888) 803-9655 (toll free).  Questions regarding the terms of the Tender Offer for the Separate RSNs should be directed to BofA Securities at +1 (888) 292-0070 (toll free), +1 (980) 387-5602 (collect) or debt_advisory@bofa.com.  Any questions or requests for assistance or additional copies of the Offer to Purchase 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, such as the COVID-19 pandemic.  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 "Terms of the Tender Offer—Certain Significant Consequences to Holders" in the Offer to Purchase including our ability to successfully complete the Debt Financing 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.

Media Contact: Krystle Straus 
609-561-9000 ext. 4131
kstraus@sjindustries.com

 

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SOURCE South Jersey Industries, Inc.

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