Thomson Reuters 17-Apr-2018 4:08 PM
SOUTH JERSEY INDUSTRIES, INC. ANNOUNCES PROPOSED COMMON STOCK AND EQUITY UNITS OFFERINGS
Folsom, N.J., April 17, 2018 - South Jersey Industries, Inc. (NYSE: SJI) (the "Company") today announced that it plans to conduct concurrent registered public offerings, subject to market conditions and other factors, of up to $325 million of shares of its common stock (the "Common Stock"), a portion of which may be subject to the forward sale agreement described below, and 5.0 million Equity Units (the "Equity Units") (aggregate stated amount of $250 million of Equity Units).
In connection with the offering of shares of Common Stock, the Company expects to enter into a forward sale agreement with an affiliate of BofA Merrill Lynch (such affiliate, the "Forward Purchaser"), under which the Company will agree to sell to the Forward Purchaser the same number of shares of Common Stock as are sold by an affiliate of the Forward Purchaser to the underwriters for sale in the underwritten public offering (subject to certain adjustments and to the Company's right, in certain circumstances, to elect cash settlement or net share settlement of the forward sale agreement). Subject to certain conditions, an affiliate of the Forward Purchaser is expected to borrow, and sell to the underwriters, the number of shares of Common Stock subject to the forward sale agreement at the close of the Common Stock offering in connection with the forward sale agreement.
Settlement of the forward sale agreement will occur on one or more dates no later than approximately 12 months after the date of the prospectus supplement relating to the Common Stock offering. Upon any physical settlement of the forward sale agreement, the Company will issue and deliver to the Forward Purchaser shares of Common Stock in exchange for cash proceeds per share of Common Stock equal to the forward sale price, which will initially be the price at which the underwriters agree to buy the Common Stock in the Common Stock offering, and will be subject to certain adjustments as provided in the forward sale agreement. The Company may, in certain circumstances, elect cash or net share settlement for all or a portion of its obligations under the forward sale agreement.
Net proceeds from these offerings will be used to partially fund the pending acquisitions of Elizabethtown Gas and Elkton Gas, each from Pivotal Utility Holdings, Inc., which acquisitions are expected to close in mid-year 2018. The Company will not receive any proceeds from the sale of the Common Stock sold by the Forward Purchaser (or its affiliate) to the underwriters. The Company intends to use any net proceeds that it receives upon settlement of the forward sale agreement as described above.
The Company intends to grant the underwriters a 30-day option to purchase up to an additional $48.75 million of shares of Common Stock and an option to purchase, within a 13-day period beginning on, and including, the date on which the Equity Units are first issued, up to an additional 750,000 Equity Units, upon the same terms as their respective offerings, in each case, solely to cover over-allotments.
Each Equity Unit will be issued in a stated amount of $50 and will initially consist of a contract to purchase shares of Common Stock and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company's 2018 Series A remarketable junior subordinated notes due 2031. Pursuant to the purchase contracts, holders are required to purchase Common Stock no later than April 15, 2021. The Company intends to list Equity Units in the form of Corporate Units on the New York Stock Exchange, and expects trading to commence within 30 days of the date of initial issuance (subject to listing approval).
BofA Merrill Lynch, Guggenheim Securities and Wells Fargo Securities are acting as joint book-running managers for the Common Stock offering and the Equity Units offering and as the representatives of the underwriters for both offerings. TD Securities, J.P. Morgan, Morgan Stanley and PNC Capital Markets LLC are acting as co-managers for both offerings.
Both offerings are being made pursuant to an effective shelf registration statement that has been filed with the Securities and Exchange Commission (the "SEC"). A preliminary prospectus supplement related to the offering of the Common Stock and a preliminary prospectus supplement related to the offering of the Equity Units will be filed with the SEC and will be available on the SEC's website at http://www.sec.gov. Copies of the preliminary prospectus supplements and the accompanying prospectus relating to the Common Stock and Equity Units offerings may be obtained from BofA Merrill Lynch at NC1-004-03-43, 200 North College Street, 3rd floor, Charlotte, NC 28255-0001, Attention: Prospectus Department or by emailing to firstname.lastname@example.org; Guggenheim Securities at 1-212-518-9658 or by emailing to GSEquityProspectusDelivery@guggenheimpartners.com; and Wells Fargo Securities at 375 Park Avenue, New York, NY 10152, Attention: Equity Syndicate Dept, by calling 1-800-326-5897 or by emailing to email@example.com.
The Common Stock offering is not contingent on the Equity Units offering, and the Equity Units offering is not contingent on the Common Stock offering. This press release does not constitute an offer to sell or a solicitation of an offer to buy any securities in any state or jurisdiction in which it is unlawful to make an offer, solicitation or sale.
About South Jersey Industries, Inc.
South Jersey Industries (NYSE: SJI), an energy services holding company based in Folsom, NJ, delivers energy solutions to its customers through three primary subsidiaries. South Jersey Gas delivers safe, reliable, affordable natural gas and promotes energy efficiency to approximately 383,000 customers in southern New Jersey. SJI's non-utility businesses within South Jersey Energy Solutions promote efficiency, clean technology and renewable energy by providing customized wholesale commodity marketing and fuel management services; acquiring and marketing natural gas and electricity for retail customers; and developing, owning and operating on-site energy production facilities. SJI Midstream houses the Company's interest in the PennEast Pipeline Project.
Cautionary Note Regarding Forward-Looking Statements
Certain statements contained in this news release may qualify as "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. All statements other than statements of historical fact included in this news release, including statements regarding 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, should be considered forward-looking statements made in good faith by South Jersey Industries (SJI or the Company) and are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. When used in this news release, or any other of the Company's documents or oral presentations, 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 made 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 include, but are not limited to the risks set forth under "Risk Factors" in Part I, Item 1A of our 2017 Annual Report on Form 10-K, as amended by Form 10-K/A filed on March 1, 2018, and other reports that we file with the SEC from time to time. These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this Report. 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, SJI undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.
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