Item 8.01 Other Events.
Merger Approvals and Expected Closing Date
As previously disclosed, on February 23, 2022, South Jersey Industries, Inc.
(the "Company") entered into an Agreement and Plan of Merger (the "Merger
Agreement") by and among the Company, NJ Boardwalk Holdings LLC, a Delaware
limited liability company ("Parent"), and Boardwalk Merger Sub, Inc., a New
Jersey corporation and wholly owned subsidiary of Parent ("Merger Sub").
Pursuant to the Merger Agreement, on the terms and subject to the conditions set
forth therein, Merger Sub will merge with and into the Company (the "Merger"),
with the Company continuing as the surviving corporation in the Merger and
becoming a wholly owned subsidiary of Parent. Parent and Merger Sub are part of
the Infrastructure Investments Fund, a private investment vehicle focused on
investing in critical infrastructure assets.
On January 25, 2023, the Company issued a press release announcing that the
parties had received the approval of the New Jersey Board of Public Utilities to
consummate the Merger. The Company previously received approvals required to
consummate the Merger from the Federal Energy Regulatory Commission, the Federal
Communications Commission, the Federal Trade Commission and the Antitrust
Division of the Department of Justice. A copy of the press release is filed
herewith as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated
herein by reference.
The Company expects the Merger to close on or around February 1, 2023, subject
to satisfaction or waiver of the remaining conditions to the closing of the
Merger. As a result of the Merger, shares of common stock, $1.25 par value per
share, of the Company (the "Company Common Stock") will cease to be listed for
trading on the New York Stock Exchange (the "NYSE"). In connection with the
Merger, the Company also has provided notice to NYSE that it is voluntarily
delisting its 5.625% Junior Subordinated Notes due 2079 and its Corporate Units
from the NYSE. A Form 25 with respect to the delisting will be filed on or about
February 6, 2023.
Stub Period Dividend
The Company expects that prior to the closing of the Merger, the Board of
Directors of the Company (the "Board") will declare a "stub period" dividend as
allowed by the terms and provisions of the Merger Agreement. The Company expects
that the dividend, as and when declared by the Board, will be in an amount equal
to $0.1499 per share of Company Common Stock (which reflects the most recent
regular quarterly dividend rate of $0.3100 per share, divided by 91 days, and
multiplied by the number of days from and including December 20, 2022, the day
after the record date for the most recent regular quarterly Company Common Stock
dividend, to and including the day on which the Merger occurs, which is expected
to be February 1, 2023). The Company expects that the "stub period" dividend, as
and when declared by the Board, will be payable to the holders of record of
Company Common Stock as of the close of business on the last day that Company
Common Stock is traded on the NYSE, which is expected to be February 1, 2023,
subject to the satisfaction of conditions to closing.
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