Folsom, N.J., April 18, 2018 - South Jersey Industries, Inc. (NYSE: SJI) (the "Company") today announced the pricing of a registered public offering of 11,016,949 shares of its common stock at $29.50 per share (the "Common Stock"), for total gross proceeds of approximately $325 million. Of the 11,016,949 shares in the offering, 4,237,288 will be sold directly by the Company to the underwriters at closing, and 6,779,661 will be subject to the forward sale agreement described below. In addition, the Company announced the pricing of its registered public offering of 5.0 million equity units (the "Equity Units") (aggregate stated amount of $250 million Equity Units), for total gross proceeds of approximately $250 million. The offerings (which are not conditioned on one another) are expected to close on or about April 23, 2018, subject to customary closing conditions.
The Company has granted the underwriters a 30-day option to purchase up to an additional 1,652,542 shares of its 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 additional Equity Units, in each case, solely to cover over-allotments, upon the same terms as their respective offerings.
In connection with the offering of shares of Common Stock, the Company entered into a forward sale agreement with an affiliate of BofA Merrill Lynch (such affiliate, the "Forward Purchaser"), under which the Company has agreed 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, 6,779,661 shares of Common Stock 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 of the Common Stock sold 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.
Each Equity Unit will be issued in a stated amount of $50 and will initially consist of a contract to purchase shares of our 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 Company Common Stock no later than April 15, 2021.
Total annual distribution on the Equity Units will be at the rate of 7.25%, consisting of quarterly interest payments on the remarketable junior subordinated notes at a rate of 3.70% per year and quarterly contract adjustment payments on the purchase contracts at a rate of 3.55% per year. The reference price for the Equity Units is $29.50 per share. The minimum settlement rate under the purchase contracts is 1.4124 shares of Common Stock, which is approximately equal to the $50 stated amount per Equity Unit, divided by the threshold appreciation price of $35.40 per share, which represents a premium of 20% over the reference price. The maximum settlement rate under the purchase contracts is 1.6949 shares of Company common stock, which is approximately equal to the $50 stated amount per Equity Unit, divided by the reference price. Each of the settlement rates is subject to adjustment in certain circumstances.
The Company intends to use the proceeds from these offerings, which are expected to be approximately $556.12 million in the aggregate or approximately $639.54 million in the aggregate if the options to purchase additional shares of Common Stock and Equity Units are exercised in full (after deducting underwriting discounts and commissions but before deducting estimated offering expenses), to partially fund the pending acquisitions of Elizabethtown Gas and Elkton Gas. The 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 an affiliate of the Forward Purchaser to the underwriters. The Company intends to use any net proceeds that it receives upon settlement of the forward sale agreement as described above.
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 filed with the Securities and Exchange Commission, and each offering will be made only by means of a prospectus supplement for such offering and an accompanying prospectus. 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 dg.prospectus_requests@baml.com; 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 cmclientsupport@wellsfargo.com.
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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