Enterprising Investor
2 months ago
South Jersey Industries, Inc. Commences Tender Offer to Purchase for Cash Any and All of the Outstanding 5.625% Junior Subordinated Notes due 2079 (10/17/24)
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 5.625% Junior Subordinated Notes due 2079 (the “Notes”) from each registered holder of the Notes (each, a “Holder,” and collectively, the “Holders”) subject to the terms specified in the Offer to Purchase, dated October 17, 2024 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) and its accompanying notice of guaranteed delivery (the “Notice of Guaranteed Delivery”).
$18.00 per $25.00 principal amount of Notes
(1) Only Notes tendered in principal unit amounts equal to minimum denominations of $25.00 and integral multiples of $25.00 will be accepted. 8,000,000 units are currently held by DTC.
(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.
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 $25.00 principal amount of the Notes tendered by such Holders that are accepted for purchase on November 1, 2024 (the “Settlement Date”) and on November 5, 2024 (the “Guaranteed Delivery Settlement Date”), as applicable.
The “Total Consideration” for each $25.00 principal amount of the Notes tendered and accepted for purchase pursuant to the Tender Offer will be $18.00. 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. 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. Holders whose Notes are tendered and purchased pursuant to the Guaranteed Delivery Procedures will not receive payment in respect of any interest for the period from and including the Settlement Date.
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.
https://ih.advfn.com/stock-market/NYSE/south-jersey-industries-SJI/stock-news/94735976/south-jersey-industries-inc-commences-tender-off
Penny Roger$
13 years ago
South Jersey Industries, Inc. (SJI) is an energy services holding company that provides energy related products and services through its subsidiaries, South Jersey Gas Company (SJG), South Jersey Resources Group, LLC (SJRG), Marina Energy, LLC (Marina), South Jersey Energy Company (SJE) and South Jersey Energy Service Plus, LLC (SJESP). SJG distributes natural gas in the seven southernmost counties of New Jersey. SJRG markets wholesale natural gas storage, commodity and transportation in the mid-Atlantic, Appalachian and southern states. Marina develops and operates onsite energy-related projects. SJE acquires and markets natural gas and electricity to retail end users and provides total energy management services to commercial and industrial customers. SJESP provides residential and light commercial service and installation of heating, ventilation, and air conditioning (HVAC) systems, plumbing services, and appliance repair and service/maintenance contracts.
http://www.google.com/finance?q=SJI
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