and U.S. BANK National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities IntermediaryPurchase Contract and Pledge Agreement • April 23rd, 2018 • South Jersey Industries Inc • Natural gas distribution • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of April 23, 2018, among SOUTH JERSEY INDUSTRIES, INC., a corporation duly organized and existing under the laws of the State of New Jersey (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, acting as purchase contract agent for, and, for purposes of the Pledge created hereby, as attorney-in-fact of, the Holders from time to time of the Units (in such capacities, together with its successors and assigns in such capacities, the “Purchase Contract Agent”), as collateral agent hereunder for the benefit of the Company (in such capacity, together with its successors in such capacity, the “Collateral Agent”), as custodial agent (in such capacity, together with its successors in such capacity, the “Custodial Agent”), and as securities intermediary (as defined in Section 8-102(a)(14) of the UCC) with respect to the Collateral Account (in such capacity, together with its successors in such capacity, the “Securiti
FIRST SUPPLEMENTAL INDENTURE BETWEEN SOUTH JERSEY INDUSTRIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE DATED AS OF APRIL 23, 2018 2018 SERIES A 3.70% REMARKETABLE JUNIOR SUBORDINATED NOTES DUE 2031Supplemental Indenture • April 23rd, 2018 • South Jersey Industries Inc • Natural gas distribution • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of April 23, 2018 (the “First Supplemental Indenture”), is between SOUTH JERSEY INDUSTRIES, INC., a New Jersey corporation, having its principal office at 1 South Jersey Plaza, Folsom, New Jersey 08037 (the “Company”), and U.S. BANK NATIONAL ASSOCIATION, a national banking association, as trustee under the Base Indenture (as defined below), having a corporate trust office at Goodwin Square, 225 Asylum Street, 23rd Floor, Hartford, CT 06103, Attention: Corporate Trust Services (herein called the “Trustee”).
SOUTH JERSEY INDUSTRIES, INC. 11,016,949 Shares of Common Stock, Par Value $1.25 Per Share Underwriting AgreementExecution Version • April 23rd, 2018 • South Jersey Industries Inc • Natural gas distribution • New York
South Jersey Industries, Inc., a New Jersey corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 4,237,288 shares of common stock, par value $1.25 per share, of the Company (the “Underwritten Shares”). The shares of common stock, par value $1.25 per share, of the Company are referred to herein as the “Stock”.
SOUTH JERSEY INDUSTRIES, INC. 5,000,000 Equity Units (Initially Consisting of 5,000,000 Corporate Units) Underwriting AgreementUnderwriting Agreement • April 23rd, 2018 • South Jersey Industries Inc • Natural gas distribution • New York
Each Corporate Unit will initially consist of (a) a 1/20th, or 5%, undivided beneficial ownership interest in $1,000 principal amount of the Company’s 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 (the “Notes”) and (b) a stock purchase contract (a “Purchase Contract”) issued by the Company pursuant to which the holder of such Purchase Contract will purchase from the Company on April 15, 2021, subject to earlier termination or settlement, for an amount in cash equal to the stated amount per Equity Unit (as defined below) of $50 (the “Stated Amount”), a number of shares of common stock, par value $1.25 per share, of the Company (the “Stock”), as set forth in the Purchase Contract and Pledge Agreement. The Notes will be issued pursuant to a Junior Subordinated Indenture (the “Base Indenture”), as amended and supplemented by a Supplemental Indenture (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), each dated as of the Closing Date
