South Jersey Industries, Inc. Commences Tender Offer to Purchase for Cash Any and All of the Outstanding Corporate Units and 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029

FOLSOM, N.J., Sept. 5, 2023 /PRNewswire/ — SJI today announced it has commenced a cash tender offer (the “Tender Offer”) to purchase for cash any and all of (i) the outstanding Corporate Units, each consisting of a purchase contract issued by us to purchase shares of our common stock and a 1/20, or 5%, undivided beneficial ownership interest in $1,000 principal amount of our 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (the “RSNs”) (the “Corporate Units”) and (ii) the Separate RSNs (as defined in the Offer to Purchase) listed in the table below  (collectively, the “Securities,” and each a “Series” of Securities) from each registered holder of the applicable Series of Securities (each, a “Holder,” and collectively, the “Holders”) subject to the terms specified in the Offer to Purchase (as defined below), including the Financing Condition (as defined in the Offer to Purchase).

Indicative timetable for the Tender Offer:

The complete terms of the Tender Offer are set forth in the Offer to Purchase dated September 5, 2023 (as it may be amended or supplemented from time to time, the “Offer to Purchase”).  Consummation of the Tender Offer is subject to a number of conditions, including the absence of certain adverse legal and market developments, as well as a Financing Condition.  There can be no assurance that the Company will complete in a timely manner, or at all, the Debt Financing (as defined in the Offer to Purchase) or that the Financing Condition will be satisfied.  See “Terms of the Tender Offer—Conditions to the Tender Offer” in the Offer to Purchase. Accordingly, there can be no assurance that the Tender Offer will be consummated or that any failure to consummate the Tender Offer will not have a negative effect on the market price and liquidity of the Securities.  The Tender Offer is not conditioned upon any minimum amount of Series of Securities being tendered.  There are no guaranteed delivery provisions applicable to the Tender Offer.

The Tender Offer will expire at 5:00 p.m., New York City time, on October 3, 2023, unless extended (such date and time, as the same may be extended, the “Expiration Time”).  Holders of Securities must validly tender and not validly withdraw their Securities at or before 5:00 p.m., New York City time, on September 18, 2023, unless extended (such date and time, as the same may be extended, the “Early Tender Deadline”), to be eligible to receive the applicable Total Consideration (as defined herein) per Corporate Unit and $1,000 principal amount of the Separate RSNs tendered by such Holders that are accepted for purchase, which is equal to the applicable Tender Consideration for each Corporate Unit and $1,000 principal amount of the Separate RSNs tendered and accepted for purchase plus the applicable Early Tender Premium.  The “Total Consideration” for each Corporate Unit and $1,000 principal amount of the Separate RSNs tendered and accepted for purchase pursuant to the Tender Offer will be $69.00 and $975, respectively, which Total Consideration will include the applicable Early Tender Premium.  Holders whose Corporate Units are accepted for purchase pursuant to the Tender Offer will also receive (i) accrued and unpaid contract adjustment payments and (ii) accrued and unpaid interest payments, in each case from the last applicable payment date to, but excluding, the Settlement Date.  Holders whose Separate RSNs are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased RSNs from the last interest payment date for such RSNs to, but excluding, the Settlement Date. Contract adjustment payments and interest payments on the Corporate Units and interest payments on the Separate RSNs will be paid on October 1, 2023, so we expect accrued and unpaid interest payments and contract adjustment payments, as applicable, to accrue from October 1, 2023 to, but excluding, the Settlement Date.

Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, South Jersey Industries, Inc. expects that settlement for Securities validly tendered and not validly withdrawn on or before the Early Tender Deadline, and for Securities validly tendered after the Early Tender Deadline and on or before the Expiration Time, will be on October 5, 2023 (the “Settlement Date”).  Securities tendered may be validly withdrawn at any time on or before 5:00 p.m., New York City time, on September 18, 2023 (such time and date, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except in certain limited circumstances where additional withdrawal rights are required by law.

For a Holder who holds Securities through DTC to validly tender Securities pursuant to the Tender Offer, an Agent’s Message (as defined in the Offer to Purchase) and any other required documents must be received by the Tender Agent at its address set forth on the Offer to Purchase at or prior to the Expiration Time.  For a Holder who holds Securities through Clearstream Banking, société anonyme or Euroclear Bank SA/NV to validly tender Securities pursuant to the Offers, such Holder must tender such Securities in accordance with the procedures of such clearing system.  There is no letter of transmittal for the Offer to Purchase.

Subject to applicable law, the Tender Offer may be amended, extended, terminated or withdrawn with respect to the Securities at any time.  If the Tender Offer is terminated with respect to any Series of Securities without Securities of such Series being accepted for purchase, Securities of such Series tendered pursuant to the Tender Offer will promptly be returned to the tendering Holders.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.

BofA Securities is serving as the Dealer Manager in connection with the Tender Offer.  Questions regarding the terms of the Tender Offer for the Corporate Units should be directed to BofA Securities at +1 (888) 803-9655 (toll free).  Questions regarding the terms of the Tender Offer for the Separate RSNs should be directed to BofA Securities at +1 (888) 292-0070 (toll free), +1 (980) 387-5602 (collect) or [email protected].  Any questions or requests for assistance or additional copies of the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at www.dfking.com/sji and the following telephone numbers: banks and brokers at (866) 864-7964 (toll free); all others at (212) 269-5550 (all others) or email at [email protected].

About SJI

SJI, an energy infrastructure holding company based in Folsom, NJ, delivers energy services to customers through two primary subsidiaries: SJI Utilities (SJIU) and SJI Energy Enterprises (SJIEE). SJIU houses the company’s regulated natural gas utility operations, delivering safe, reliable and affordable natural gas to more than 700,000 residential, commercial and industrial customers across New Jersey via its South Jersey Gas and Elizabethtown Gas subsidiaries. SJIEE houses the company’s non-utility operations primarily focused on clean energy development and decarbonization via renewable energy production and energy management activities.  Visit sjindustries.com for more information about SJI and its subsidiaries.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations and assumptions that involve risks, uncertainties and assumptions.  All statements other than statements of historical fact, including statements regarding guidance, industry prospects or 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, are forward-looking.  Forward looking statements can also generally be identified by words such as “believe,” “expect,” “intend,” “seek,” “strategy,” “would,” “could,” “should,” “may,” “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 prepared and are inherently uncertain. 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, general economic conditions on an international, national, state and local level; weather conditions in SJI’s marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in SJI’s distribution system; cybersecurity incidents and related disruptions; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; changes in business strategies; acquisition-related liabilities; the diversion of management time on acquisition-related issues; and public health crises and epidemics or pandemics, such as the COVID-19 pandemic.  These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in (i) in “Terms of the Tender Offer—Certain Significant Consequences to Holders” in the Offer to Purchase including our ability to successfully complete the Debt Financing and (ii) “Risk Factors” in Part I, Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2021.  These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of this press release. 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, the Company undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.

Media Contact: Krystle Straus 
609-561-9000 ext. 4131
kstraus@sjindustries.com

SOURCE South Jersey Industries, Inc.