South Jersey Industries gives results of two-pronged tender offer

By Mary-Katherine Stinson

Lexington, Ky., Oct. 4 – South Jersey Industries, Inc. gave results of its tender offer aimed at two different securities, according to a press release.

The company intends to accept all the securities tendered in the offer.

As of the expiration deadline, 3,029,200, or 98.19%, of its outstanding corporate units (Cusip: 838518306) and $173.14 million principal amount, or 99.99%, of its 2021 series B 1.65% remarketable junior subordinated notes due 2029 (Cusip: 838518AB4) were tendered in the offer.

As previously reported, the corporate units consist of a purchase contract to purchase shares of common stock and a 5% undivided beneficial ownership in a $1,000 principal amount of the series B notes.

Of the separate, standalone junior subordinated notes, $173,149,000 were outstanding.

The total consideration for each corporate unit and $1,000 principal amount of the separate junior subordinated notes tendered and accepted for purchase will be $69.25 and $975, respectively.

When the offer was launched on Sept. 5, the company was offering $69.00 per corporate unit (stated amount of $50 per unit), with a $1.50 early tender premium.

The total consideration for each $1,000 note was $975, with a $30 early tender premium.

On Sept. 19, it was announced that the early tender deadline would be extended through the expiration of the offer and, therefore, all tendering holders would receive the total consideration.

The early tender deadline was originally 5 p.m. ET on Sept. 18, which was also the withdrawal deadline. The withdrawal deadline was not extended.

Accrued interest will also be paid to the settlement date.

The tender offer is loosely related to the acquisition of South Jersey Industries by Infrastructure Investments Fund on Feb. 1.

The offer expired at 5 p.m. ET on Oct. 3.

Settlement is expected on Oct. 5.

There was a condition whereby the company needs to consummate a $300 million term loan with BofA Securities, Inc. and TD Securities (USA) LLC. The company announced this condition was satisfied.

BofA Securities is the dealer manager (for the notes: 888 292-0070, 980 387-5602, debt_advisory@bofa.com; for the corporate units: 888 803-9655).

D.F. King & Co., Inc. is the information and tender agent for the offer (866 864-7964, 212 269-5550, sji@dfking.com).

Folsom, N.J.-based South Jersey is a publicly held energy services holding company for a natural gas utility and other non-regulated companies.

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