Attached files
| file | filename |
|---|---|
| EX-4.1 - EXHIBIT - SOUTH JERSEY GAS Co | exhibitsjgformoftrancheano.htm |
| EX-10.1 - EXHIBIT - SOUTH JERSEY GAS Co | exhibitnovember2013notepur.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 21, 2013
SOUTH JERSEY GAS COMPANY
(Exact Name of Registrant as Specified in Charter)
New Jersey | 0-22211 | 21-0398330 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
1 South Jersey Plaza, Folsom, NJ 08037
(Address of Principal Executive Offices) (Zip Code)
(609) 561-9000
(Registrant's Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
The disclosure required by this Item is set forth in Item 2.03 below, which is incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
On November 21, 2013, South Jersey Gas Company (the “Company”) issued $50 million aggregate principal amount of its Medium Term Notes, Series D, 2013, Tranche A due November 21, 2030 (the “Tranche A Notes”). The Tranche A Notes were issued pursuant to a Note Purchase Agreement dated as of November 21, 2013 between the Company and the purchasers named therein (the “Note Purchase Agreement”) and under the Company’s Indenture of Trust dated as of October 1, 1998, as supplemented, between the Company and The Bank of New York Mellon, as trustee. The Note Purchase Agreement also provides for the issuance of $30 million aggregate principal amount of the Company’s Medium Term Notes, Series D, 2013, Tranche B. due January 30, 2030 (the “Tranche B Notes” and, together with the Tranche A Notes, the “Notes”) that the Company anticipates issuing on January 30, 2014. The Notes are serviced and secured by pledged First Mortgage Bonds of the Company issued under that certain Indenture of First Mortgage dated October 1, 1947, as supplemented and amended, from the Company to The Bank of New York Mellon, as successor trustee to Guarantee Bank and Trust Company.
The Tranche A Notes bear interest at an annual rate of 4.01% payable semiannually on May 21 and November 21 of each year, commencing May 21, 2014. The Company must prepay the Tranche A Notes on the dates and in the principal amount (or such lesser principal amount as shall then be outstanding) thereof at par and without payment of any premium or penalty, as follows:
Prepayment Date | Principal Amount |
November 21, 2018 | $8,000,000 |
November 21, 2019 | $8,000,000 |
November 21, 2025 | $2,000,000 |
November 21, 2026 | $3,000,000 |
November 21, 2027 | $8,000,000 |
November 21, 2028 | $7,000,000 |
November 21, 2029 | $7,000,000 |
The entire unpaid principal amount of the Tranche A Notes becomes due and payable on November 21, 2030.
The Company may prepay, at any time or from time to time, all or any portion of the Notes, in an amount not less than 5% of the aggregate principal amount of all of the Notes then outstanding in the case of a partial prepayment, together with interest accrued thereon to the date of such prepayment as well as a “make-whole amount,” to be calculated as provided in the Note Purchase Agreement.
The proceeds from the sale of the Tranche A Notes will be used to repay short-term indebtedness and for general corporate purposes, including funding capital expenditure requirements.
The form of Tranche A Note and the Note Purchase Agreement are attached as Exhibits 4.1 and 10.1 hereto, respectively. The descriptions of the Tranche A Notes and the Note Purchase Agreement are qualified in their entirety by reference to the full text of such documents.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
4.1 | Form of Medium Term Note, Series D, 2013, Tranche A due November 21, 2030. |
10.1 | Note Purchase Agreement dated as of November 21, 2013 between South Jersey Gas Company and the purchasers listed therein. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
SOUTH JERSEY GAS COMPANY | ||
Dated: November 22, 2013 | By: | /s/ Stephen H. Clark |
Name: Stephen H. Clark Title: Senior Vice President, Regulatory Affairs & Treasurer | ||
EXHIBIT INDEX
Exhibit No. Description_____________________________________________________
4.1 | Form of Medium Term Note, Series D, 2013, Tranche A due November 21, 2030. |
10.1 | Note Purchase Agreement dated as of November 21, 2013 between South Jersey Gas Company and the purchasers listed therein. |