SOUTH JERSEY INDUSTRIES, INC. 6,000,000 Equity Units (Initially Consisting of 6,000,000 Corporate Units) Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • 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 2021 Series B 1.65% Remarketable Junior Subordinated Notes due 2029 (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 March 15, 2024, 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”), dated April 23, 2018 as amended and supplemented by a First Supplemental Indenture (the “First Supplemental Indenture”), dated April 23, 2018 and a Second Supplemental Indentur
and U.S. BANK National Association, as Purchase Contract Agent, Collateral Agent, Custodial Agent and Securities Intermediary PURCHASE CONTRACT AND PLEDGE AGREEMENT Dated as of March 22, 2021Purchase Contract and Pledge Agreement • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
PURCHASE CONTRACT AND PLEDGE AGREEMENT, dated as of March 22, 2021, 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
Date: March 18, 2021 To: South Jersey Industries, Inc. 1 South Jersey Plaza Folsom, New Jersey 08037 From: Bank of America, N.A. One Bryant Park New York, NY 10036 Attn: Rohan Handa Telephone: 646-855-8654 E-mail: rohan.handa@bofa.comRegistered Forward Transaction • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
SOUTH JERSEY INDUSTRIES, INC. 10,250,000 Shares of Common Stock, Par Value $1.25 Per Share Underwriting AgreementUnderwriting Agreement • March 22nd, 2021 • 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 representative (the “Representative”), an aggregate of 362,359 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”.
SECOND SUPPLEMENTAL INDENTURE BETWEEN SOUTH JERSEY INDUSTRIES, INC. AND U.S. BANK NATIONAL ASSOCIATION, AS TRUSTEE DATED AS OF MARCH 22, 2021 2021 SERIES B 1.65% REMARKETABLE JUNIOR SUBORDINATED NOTES DUE 2029Second Supplemental Indenture • March 22nd, 2021 • South Jersey Industries Inc • Natural gas distribution • New York
THIS SECOND SUPPLEMENTAL INDENTURE, dated as of March 22, 2021 (the “Second 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 CityPlace I, 185 Asylum Street, 27th Floor, Hartford, CT 06103, Attention: Global Corporate Turst (herein called the “Trustee”).
