0001140361-18-030847.txt : 20180702 0001140361-18-030847.hdr.sgml : 20180702 20180702124646 ACCESSION NUMBER: 0001140361-18-030847 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20180701 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Completion of Acquisition or Disposition of Assets ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20180702 DATE AS OF CHANGE: 20180702 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SOUTH JERSEY INDUSTRIES INC CENTRAL INDEX KEY: 0000091928 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS DISTRIBUTION [4924] IRS NUMBER: 221901645 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06364 FILM NUMBER: 18931863 BUSINESS ADDRESS: STREET 1: 1 SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 BUSINESS PHONE: 609-561-9000 MAIL ADDRESS: STREET 1: 1 SOUTH JERSEY PLAZA STREET 2: ROUTE 54 CITY: FOLSOM STATE: NJ ZIP: 08037 FORMER COMPANY: FORMER CONFORMED NAME: SOUTH JERSEY GAS CO DATE OF NAME CHANGE: 19700507 FORMER COMPANY: FORMER CONFORMED NAME: ATLANTIC CITY GAS CO DATE OF NAME CHANGE: 19680301 8-K 1 form8k.htm 8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 

 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 

 
Date of Report (Date of earliest event reported):    July 1, 2018
 
SOUTH JERSEY INDUSTRIES, INC.
(Exact name of registrant as specified in Charter)
 
New Jersey
 
1-6364
 
22-1901645
(State or other jurisdiction
Of incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification No.)

1 South Jersey Plaza, Folsom, NJ
 
08037
(Address of principal executive offices)
 
(Zip Code)
 
(609) 561-9000
 
(Registrant’s telephone number, including area code)
 
N/A
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
 
Emerging growth company ☐
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
 


Item 1.01
Entry into a Material Definitive Agreement.

As previously announced, on October 15, 2017, South Jersey Industries, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Elizabethtown Purchase Agreement”) with Pivotal Utility Holdings, Inc., a New Jersey corporation (“Seller”), pursuant to which (i) Seller agreed to sell to the Company the assets of the Elizabethtown Gas operating division of Seller (the “Elizabethtown Business”) and (ii) the Company agreed to assume certain liabilities of the Elizabethtown Business, for an aggregate purchase price equal to $1.69 billion in cash, subject to certain adjustments for the net working capital of the Elizabethtown Business as set forth in the Elizabethtown Purchase Agreement.

In connection with the transactions contemplated by the Elizabethtown Purchase Agreement, the Company entered into an Asset Purchase Agreement (the “Elkton Purchase Agreement”) with Seller, pursuant to which (i) Seller agreed to sell to the Company the assets of the Elkton Gas operating division of Seller (the “Elkton Business”) and (ii) the Company agreed to assume certain liabilities of the Elkton Business, for an aggregate purchase price equal to $10 million in cash, subject to certain adjustments for the net working capital of the Elkton Business as set forth in the Elkton Purchase Agreement.

The Elizabethtown Purchase Agreement, which was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 16, 2017 and is incorporated herein by reference, remains in full force and effect as originally executed on October 15, 2017.

The foregoing description of the Elizabethtown Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Elizabethtown Purchase Agreement.

The Elizabethtown Purchase Agreement has been included to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Elizabethtown Business, Seller, the Company or any of their respective subsidiaries or affiliates. The representations, warranties and covenants contained in the Elizabethtown Purchase Agreement (i) were made by the parties thereto only for purposes of that agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Elizabethtown Purchase Agreement; (iii) may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Elizabethtown Purchase Agreement (such disclosures include information that has been included in public disclosures, as well as additional non‑public information); (iv) may have been made for the purposes of allocating contractual risk between the parties to the Elizabethtown Purchase Agreement instead of establishing these matters as facts; and (v) may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of Seller, the Company or any of their respective subsidiaries or affiliates. Additionally, the representations, warranties, covenants, conditions and other terms of the Elizabethtown Purchase Agreement may be subject to subsequent waiver or modification. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Elizabethtown Purchase Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures. The Elizabethtown Purchase Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the Company that is or will be contained in, or incorporated by reference into, the Forms 10-K, Forms 10-Q and other documents that are filed with the Securities and Exchange Commission.

Item 2.01
Completion of Acquisition or Disposition of Assets.

On July 1, 2018, the Company completed the previously announced acquisition of the Elizabethtown Business and the Elkton Business pursuant to the terms of the Elizabethtown Purchase Agreement and the Elkton Purchase Agreement, respectively. The Company paid $1.69 billion in cash for the Elizabethtown Business and $10 million in cash for the Elkton Business on July 1, 2018, plus an adjustment for the net working capital of the Elizabethtown Business and Elkton Business.
 

Item 7.01
Regulation FD Disclosure.

On July 2, 2018 the Company issued a press release announcing the completion of the acquisition. A copy of the press release is attached as Exhibit 99.1 hereto and incorporated by reference herein.

Item 9.01
Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired

The financial statements required by this Item are not being filed with this Current Report on Form 8-K. Such financial statements will be filed by an amendment to this Current Report on Form 8-K not later than 71 calendar days after the date on which this Current Report on Form 8-K must be filed.

(b) Pro forma financial information.

The pro forma financial information required by this Item is not being filed with this Current Report on Form 8-K. Such pro forma financial information will be filed by an amendment to this Current Report on Form 8-K not later than 71 days after the date on which this Current Report on Form 8-K is required to be filed.
 
(d)
Exhibits

Exhibit No.
 
Description
 
Press release issued by South Jersey Industries, Inc. on July 2, 2018
 

SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: July 2, 2018
SOUTH JERSEY INDUSTRIES, INC.
   
 
By:
/s/ Stephen H. Clark
   
Name: Stephen H. Clark
   
Title: Executive Vice President and Chief
Financial Officer
 
 

EX-99.1 2 ex99_1.htm EXHIBIT 99.1

Exhibit 99.1
 
Media Contact: Marissa Travaline
(609) 561-9000 ext. 4227
mtravaline@sjindustries.com

Investor Contact: Dan Fidell
(609) 561-9000 ext. 7027
dfidell@sjindustries.com
 
FOR IMMEDIATE RELEASE

SJI Completes Acquisition of Elizabethtown Gas and Elkton Gas

FOLSOM, NJ, July 2, 2018 – SJI (NYSE: SJI) today announced the completion of its acquisition of New Jersey- based Elizabethtown Gas and Maryland-based Elkton Gas from a subsidiary of Southern Company Gas.

With the close of the transaction, SJI becomes the second largest natural gas provider in New Jersey, with service to more than 681,000 customers, and the third largest local gas distribution company in the United States.

The transaction adds 3,315 miles of natural gas pipeline to SJI’s portfolio of regulated assets.

“The close of this transaction represents a historic milestone for SJI,” said Michael J. Renna, President and CEO, SJI. “Today we officially welcome Elizabethtown Gas and Elkton Gas – two well-run and well-respected utilities – into the SJI family of companies.”

“Together, we will further our commitment to safety, operational excellence and an outstanding customer experience, while providing the opportunity for high quality, regulated earnings growth,” Renna added.

In June, SJI announced final regulatory approvals for the acquisition from the New Jersey Board of Public Utilities for Elizabethtown Gas and the Maryland Public Service Commission for Elkton Gas.

Guggenheim Securities served as lead financial advisor and BofA Merrill Lynch served as financial advisor to SJI. Gibson, Dunn & Crutcher LLP served as lead legal advisor to SJI.


About SJI

SJI (NYSE: SJI), an energy services holding company based in Folsom, NJ, delivers safe, reliable, affordable natural gas service to approximately 681,000 customers in New Jersey and Maryland through its three regulated natural gas utilities - South Jersey Gas, Elizabethtown Gas and Elkton Gas. 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. Visit sjindustries.com for more information about SJI and its subsidiaries.

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