South Jersey Industries, Inc. Announces Expiration and Final Results of Cash Tender Offer

FOLSOM, N.J., Oct. 4, 2023 /PRNewswire/ -- South Jersey Industries, Inc. ("SJI" or the "Company") today announced the expiration and final results of the previously announced cash tender offer (the "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), which has been satisfied.  The Withdrawal Deadline (as defined in the Offer to Purchase) elapsed at 5:00 p.m., New York City time, on September 18, 2023.

The number of Corporate Units and the principal amount of the Separate RSNs that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on October 3, 2023 (the "Early Tender Deadline" and the "Expiration Time") are set forth in the tables below.

The complete terms of the Tender Offer are set forth in the Offer to Purchase.  The Tender Offer expired at the Expiration Time (which is also the Early Tender Deadline, as previously announced in the press release dated September 19, 2023) and no tenders of Securities submitted after the Expiration Time are valid.  Subject to the terms of the Offer to Purchase, the Company expects to accept for payment all Securities validly tendered and not validly withdrawn prior to the Expiration Time.

Holders of Securities that were validly tendered and not validly withdrawn at or before the Expiration Time and accepted for purchase will receive the applicable Total Consideration (as defined in the Offer to Purchase) per Corporate Unit and per $1,000 principal amount of the Separate RSNs, which is equal to the applicable Tender Consideration for each Corporate Unit and $1,000 principal amount of the Separate RSNs tendered and accepted for purchase plus the applicable Early Tender Premium.  The Total Consideration for each Corporate Unit and $1,000 principal amount of the Separate RSNs tendered and accepted for purchase pursuant to the Tender Offer will be $69.25 and $975, respectively.  SJI expects that the settlement for Securities validly tendered and not validly withdrawn on or before the Expiration Time will be on October 5, 2023 (the "Settlement Date").  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.  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 were paid on October 1, 2023, so the accrued and unpaid interest payments and contract adjustment payments, as applicable, will accrue from October 1, 2023 to, but excluding, the Settlement Date. 

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 [email protected].  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 [email protected].

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 SJI's 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 SJI's ability to successfully complete the Debt Financing and (ii) "Risk Factors" in Part I, Item 1A in SJI's 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

SOURCE South Jersey Industries, Inc.