Attached files
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| EX-10.1 - EXHIBIT 10.1 - SOUTH JERSEY GAS Co | ex10_1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 26, 2017
SOUTH JERSEY GAS COMPANY
(Exact Name of Registrant as Specified in Charter)
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New Jersey
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0-22211
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21-0398330
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On January 26, 2017, South Jersey Gas Company (the “Company”) entered into an unsecured, $200 million term loan credit agreement (the “Credit Agreement”), which is syndicated among seven banks, including PNC Bank, National Association, as administrative agent. Under the Credit Agreement, the Company can borrow up to an aggregate of $200 million from time to time until July 26, 2018. All loans under the Credit Agreement become due and payable on the second anniversary of the Credit Agreement, January 26, 2019. Any amounts repaid prior to the maturity date cannot be reborrowed.
Immediately prior to entering into the Credit Agreement, the Company repaid all amounts outstanding under its 2014 term loan credit agreement, thereby concluding that agreement.
Subject to certain conditions set forth in the Credit Agreement, the Company may increase the Credit Facility from time to time by up to an additional maximum aggregate amount of $200 million, although no lender is obligated to increase its commitment.
The term loans bear interest at a variable base rate or a variable “LIBOR” rate based on the London interbank deposit market, at the Company’s election. Interest on base rate loans will be equal to the highest of: (a) the agent’s daily “prime rate,” (b) the Federal Funds Rate plus 0.5%; and (c) a rate related to the one-month LIBOR rate plus 1%, plus, in each case, an applicable margin that may range from zero to 0.05%, depending on the Company’s unsecured credit rating. Interest on LIBOR rate loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.65% to 1.05%, depending on the Company’s unsecured credit rating.
The proceeds of the loans will be used for general corporate purposes, including, without limitation, the financing of capital expenditures and for working capital.
The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of the Company and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.65 to 1.0 (as such terms are defined in the Credit Agreement), and customary events of default.
Many of the lenders under the Credit Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the text of the Credit Agreement filed herewith.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
The disclosure required by this Item 2.03 is forth in Item 1.01 above, which is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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Term Loan Credit Agreement, dated as of January 26, 2017, among South Jersey Gas Company, the several lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.
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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.
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SOUTH JERSEY GAS COMPANY
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Dated: January 30, 2017
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By:
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/s/ Stephen H. Clark
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Name: Stephen H. Clark
Title: Chief Financial Officer
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EXHIBIT INDEX
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Exhibit No.
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Description
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Term Loan Credit Agreement, dated as of January 26, 2017, among South Jersey Gas Company, the several lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.
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