Item 1.01. Entry into a Material Definitive Agreement.
On
The Company issued 50% of each Series of Notes on
The Notes are unsecured. The Series 2022A Notes bear interest from the date of
issuance at the annual rate of 5.35%, with interest payable semiannually on
The Series 2022B Notes bear interest from the date of issuance at the annual
rate of 5.44%, with interest payable semiannually on
The Series 2022C Notes bear interest from the date of issuance at the annual
rate of 5.60%, with interest payable semiannually on
The Series 2022D Notes bear interest from the date of issuance at the annual
rate of 5.60%, with interest payable semiannually on
In the event of a Change in Control (as defined in the Note Purchase Agreement), the Company is required to offer to prepay the Notes at their face amount together with interest accrued thereon to the date of such prepayment. In addition, in the event of the sale of a Substantial Part (as defined in the Note Purchase Agreement) of the assets of the Company and its subsidiaries, the Company may be required to use a portion of such proceeds to prepay or retire Senior Indebtedness, which term is defined in the Note Purchase Agreement and includes, among other things, the Notes.
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The Company previously announced that it has entered into an agreement and plan
of merger pursuant to which the Company would become a wholly-owned subsidiary
of an affiliate of
The Company may prepay, at any time or from time to time, all or any portion of
any of the four series of Notes in an amount not less than an aggregate of
The Company expects to use the net proceeds from the sale of the Series 2022A Notes, the Series 2022B Notes, and the Series 2022C Notes to fund capital expenditures, to repay Indebtedness, and for general corporate purposes. The Company is required to use the net proceeds of the Series 2022D Notes to finance or refinance one or more Green Investments, as defined in the Note Purchase Agreement, and which generally include (a) electric generation, distribution, transmission, or storage from solar, wind, hydro, battery, or other energy efficient facilities or equipment, (b) green hydrogen production, distribution, transmission, or storage, (c) biogas (including Renewable Natural Gas) production, distribution, transmission, or storage, or (d) projects and processes, upgrades or retrofits intended to reduce energy consumption through smart grids, smart control systems, automation, monitoring platforms, and other technologies. In the event the Company does not allocate the net proceeds of the Series 2022D Notes to Green Investments within a specified time, the Company will be required to offer to repurchase the amount of Series 2022D Notes whose net proceeds were not so allocated to Green Investments.
The Note Purchase Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of the Company and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.70 to 1.0 (as such terms are defined in the Note Purchase Agreement), and customary events of default and acceleration of amounts payable upon an event of default.
The Note Purchase Agreement, including the forms of Notes, is attached as Exhibit 10.1 hereto and is incorporated by reference into this Item 1.01. The foregoing summaries of the Note Purchase Agreement and the Notes are qualified in their entirety by reference to the full text of such documents.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 8.01. Other Events.
On
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
10.1 Note Purchase Agreement, dated as ofJuly 14, 2022 , betweenSouth Jersey Industries, Inc. and the purchasers listed therein, including the forms of notes. 99.1 Press Release, datedJuly 19, 2022 . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 4
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