GlobeNewswire
SOUTH JERSEY INDUSTRIES, INC. PRICES COMMON STOCK AND SHARE OFFERS
Folsom, NJ, March 18, 2021 (GLOBE NEWSWIRE) – Contact with Investors: Dan Fidell (609) 561-9000 ext. 7027 [email protected] Media contact: Dominick DiRocco (609) 561-9000 ext. [email protected] FOR IMMEDIATE RELEASE SOUTH JERSEY INDUSTRIES, INC PRICES COMMON SHARES AND SHARE OFFERS Folsom, NJ, March 18, 2021 – South Jersey Industries, Inc. (NYSE: SJI) (the “Company”) announced today that on March 17, 2021, it priced a registered public offering of 10,250,000 shares of its common stock at $ 22.25 per share (the “ordinary share”) , for a total gross return of approximately $ 228 million. Of the 10,250,000 shares in the offering, 362,359 will be sold directly by the company to the underwriters, and 9,887,641 will be subject to the agreement described below. In addition, on March 17, 2021, the Company announced that it would price a registered public offering of 6.0 million shares (the “share units”) (total amount of $ 300 million share units), for a total gross return of about $ 300 million. The offers (which are not mutually conditioned) are expected to close on March 22, 2021, subject to customary closing conditions. The company granted the underwriters a thirty-day option to buy up to an additional 1,537,500 shares of its ordinary shares, and an option to buy, within a period of 13 days beginning on and with including the date on which the shares were first issued, up to an additional 900,000 additional share units, on the same terms as their respective offerings. In connection with the offering of shares in ordinary shares, the company entered into a pre-sale agreement with a subsidiary of BofA Securities (such subsidiary, the “Forward Buyer”), in terms of which the company agreed to sell the same to the Forward buyer. number of shares of ordinary shares sold by a subsidiary of the Forward buyer to the underwriters to sell in the underwritten public offering (subject to certain adjustments and to the right of the company, in certain circumstances, to cash settlement or net the advance sale agreement). Under certain conditions, an advance seller’s subsidiary will borrow 9,887,641 shares of ordinary shares and sell them to the underwriters at the end of the offering of ordinary shares in connection with the advance sale agreement. The termination of the advance sale agreement will take place on one or more dates no later than approximately 12 months after the date of the prospectus supplement regarding the ordinary share offering. Upon any physical settlement of the advance sale agreement, the company will issue shares of ordinary shares and deliver to the advance seller, in exchange for cash returns per share in ordinary shares equal to the futures sale price, which is initially the price of the ordinary Stock offered in the ordinary shares. , is subject to certain adjustments as set forth in the Advance Sale Agreement. The Company may, under certain circumstances, opt for cash or net equity settlement for its entire liabilities under the advance sale agreement. Each share unit is issued for a specified 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 interest in $ 1,000 principal of the company’s 2021 series B. notable junior subordinate notes on 2029. In terms of the purchase contracts, holders must purchase the ordinary shares of the company no later than 1 April 2024. The total annual distribution on the shares will amount to 8.75%, consisting of quarterly interest payments on the notable senior notes at a rate of 1.65% per annum and quarterly contract adjustments on the purchase contracts at a rate of 7.10% per year. The reference price for the shares is $ 22.25 per share. The minimum settlement price under the call contracts is 1.9125 shares of ordinary shares, which is approximately equal to the declared amount of $ 50 per share unit, divided by the threshold price of $ 26,143,575 per share, which represents a premium of 17,5% above the reference price . . The maximum settlement price under the contract of sale is 2,2472 shares of the company’s ordinary shares, which is approximately equal to the $ 50 amount per share unit divided by the reference price. Each of the settlement rates is subject to adjustment under certain circumstances. The company intends to use the proceeds from these offerings, which are expected to amount to approximately $ 510.5 million or approximately $ 587.1 million in total if the options to purchase additional shares of ordinary shares and shares are fully exercised. is (after deduction of underwriting. discount and commission and estimated presentation expenses) for debt repayment, capital expenditure mainly for regulated enterprises, including infrastructure investments in our utilities, and general corporate purposes. The company will not receive any proceeds from the sale of the ordinary shares sold by a subsidiary of the advance seller to the underwriters. The company intends to use any net proceeds it receives in settling the advance sale agreement, as described above. BofA Securities acts as the main runner for the ordinary share offer, the sole book winner for the share offer, and as the representative of the underwriters for both offers. Guggenheim Securities acts as joint book winner for the ordinary share offering and as joint general manager for the share offering. JP Morgan acts as general manager for the ordinary share offering and as joint general manager for the share offering. Janney Montgomery Scott, Morgan Stanley, PNC Capital Markets LLC, Siebert Williams Shank and Wells Fargo Securities act as co-managers for the common stock offering. KeyBanc Capital Markets, Morgan Stanley, PNC Capital Markets LLC, Wells Fargo Securities, Citizens Capital Markets and TD Securities act as co-managers for the offering of shares. Both offers are made on the basis of an effective shelf registration statement submitted to the Securities and Exchange Commission, and each offer will only be made through a prospectus supplement for such offer and an accompanying prospectus. Copies of the provisional prospectus supplement and the accompanying prospectus relating to the ordinary share offering may be obtained from BofA Securities at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Department Prospectus or by email to [email protected]; and Guggenheim Securities at 1-212-518-9658 or by email at [email protected]. Copies of the provisional prospectus supplement and the accompanying prospectus relating to the offering of shares may be obtained from BofA Securities at NC1-004-03-43, 200 North College Street, 3rd Floor, Charlotte, NC 28255-0001, Attention: Department Prospectus or by sending an email to [email protected]. This press release does not constitute an offer to sell or an offer to buy securities in any state or jurisdiction in which it is illegal to make an offer, request or sale. South Jersey Industries, Inc. SJI (NYSE: SJI), an energy services holding company in Folsom, NJ, provides energy services to its customers through three primary subsidiaries. SJI Utilities, SJI’s regulated natural gas industry, supplies safe, reliable, affordable natural gas to approximately 700,000 South Jersey Gas and Elizabethtown Gas customers in New Jersey. SJI’s non-utility operations in South Jersey Energy Solutions promote efficiency, clean technology and renewable energy by providing customized wholesale market marketing services and fuel management services; and the development, ownership and operation of on-site production facilities. SJI Midstream houses the company’s stake in the PennEast Pipeline Project. Visit sjindustries.com for more information on SJI and its subsidiaries. Warning remarks regarding forward-looking statements This news release, including information taken by reference, contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act 1995. All statements except statements of historical facts, including statements regarding guidance operating prospects or future operating results or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditure and the result or effect of continuing litigation, are forward-looking. Other forward-looking statements include words such as “anticipate”, “believe”, “expect,” “estimate,” “forecast,” “purpose,” “intentions,” “objective,” “plan,” “project,” “seek, “” strategy, “” target, “” will “and similar expressions to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time these statements were made and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could result in actual results differing materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, the suspension of the termination of service due to non-payment by customers in New Jersey that will apply at least June 30, 2021, based on an executive order issued by the Governor of New Jersey Jersey and the other risks set out under the heading “Item 1A. Risk Factors” in SJI and SJG’s annual report on Form 10-K for the year ended 31 December 2020 and in any other reports we submit to the SEC from time to time. should not view these warning statements as complete, and are only made on the date of this news release.Although the company believes that these forward-looking statements are reasonable, there can be no assurance that it will approach the actual experience, or that the expectations derived therefrom will be realized, and SJI and SJG undertake no obligation to update or revise forward-looking statements, whether as a result of of new information, future events or otherwise, except as required by law.