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South Jersey Industries, Inc. Announces Expiration and Final Results of Cash Tender Offer

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South Jersey Industries (NYSE:SJI) announced the expiration and final results of its cash tender offer for its 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031.

Holders tendered $213.793 million of the $287.5 million outstanding (74.36%) for $955 per $1,000 principal, with settlement expected on June 3, 2026, plus accrued interest.

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Positive

  • Holders tendered $213.793 million of 2018 Series A notes, representing 74.36% of principal outstanding
  • Notes accepted for purchase at $955 per $1,000 principal amount
  • Settlement for notes tendered by the expiration time expected on June 3, 2026

Negative

  • None.

Market Context

This announcement details the final results of a cash tender offer for the company’s 2018 Series A N...
Analysis

This announcement details the final results of a cash tender offer for the company’s 2018 Series A Notes, with $213,793,000 tendered out of $287,500,000 outstanding at $955 per $1,000 principal. Investors may focus on how this affects leverage, interest costs, and future refinancing needs, while monitoring subsequent disclosures or filings for updated capital structure metrics and any follow-on liability-management actions.

Key Figures

Notes outstanding: $287,500,000 Notes tendered: $213,793,000 Tender participation: 74.36% +5 more
8 metrics
Notes outstanding $287,500,000 Aggregate principal amount of 2018 Series A Notes outstanding
Notes tendered $213,793,000 Principal amount of Notes validly tendered by Expiration Time
Tender participation 74.36% Percentage of principal amount of Notes tendered
Guaranteed delivery amount $1,652,000 Aggregate principal amount submitted via guaranteed delivery
Tender consideration $955 Total Consideration per $1,000 principal amount of Notes purchased
Withdrawal deadline 5:00 p.m. May 29, 2026 Deadline for valid withdrawal of tendered Notes
Expiration Time 5:00 p.m. May 29, 2026 Tender Offer expiration time
Settlement Date June 3, 2026 Expected settlement for Notes validly tendered

Key Terms

cash tender offer, remarketable junior subordinated notes, aggregate principal amount, accrued and unpaid interest, +4 more
8 terms
cash tender offer financial
"announced the expiration and final results of the previously announced cash tender offer"
A cash tender offer is a public proposal in which an individual or group offers to buy a set number of a company's shares directly from shareholders for a specified cash price during a limited time. It matters to investors because it gives a clear, immediate chance to sell shares at a known price — like a store offering to buy back items at a posted rate — and can affect the stock’s market price, ownership control and liquidity.
remarketable junior subordinated notes financial
"2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031"
Remarketable junior subordinated notes are bonds that combine two features: they sit low in the repayment order if a borrower fails (junior subordinated), and they are structured to be resold or reset at regular intervals rather than having a fixed long-term sale (remarketable). For investors, that means potentially higher interest to compensate for greater risk and lower priority in a default, plus a reliance on periodic market demand and issuer support for liquidity — like holding a concert ticket that can be reissued and is behind VIPs in line for refunds.
aggregate principal amount financial
"Aggregate Principal Amount of Notes Outstanding (1)"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
accrued and unpaid interest financial
"will also receive accrued and unpaid interest on their purchased Notes"
Accrued and unpaid interest is the interest that has built up on a loan or debt but hasn't been paid yet. It's like owing your friend money for a favor over time—you're expected to pay it later, even though you haven't paid it yet. This matters because it shows how much you owe beyond the original amount borrowed.
notice of guaranteed delivery regulatory
"its accompanying notice of guaranteed delivery (together with the Offer to Purchase"
A notice of guaranteed delivery is a short, written promise used when investors want to sell shares in a tender offer but cannot deliver the physical or electronic share certificates by the offer deadline. It acts like a post-dated IOU: the seller guarantees they will provide the required documents within a short, specified window while still qualifying for the offer’s price and terms. For investors this preserves their right to participate in a deal while giving extra time to complete paperwork, but it also creates a reliance on timely follow-through to receive payment.
dealer manager financial
"Mizuho Securities USA LLC is serving as the Dealer Manager in connection with the Tender Offer."
A dealer manager is a financial firm — often a broker-dealer or investment bank — that organizes, markets and coordinates the sale of a new securities offering (such as bonds or structured products) to other brokers and investors. Think of it as the project manager and sales team for the deal: its pricing choices, marketing reach and allocation decisions influence how widely the issue is distributed, how competitively it is priced, and how easy it is for investors to buy or sell afterward.
tender agent financial
"D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent"
A tender agent is the neutral third party hired to run a tender offer — the process where a buyer invites shareholders to sell their shares at a set price. Think of them as the project manager who collects acceptances, verifies ownership, handles paperwork and payments, and ensures rules are followed; investors rely on them to get paid correctly and on time and to have the offer executed transparently and fairly.
information agent financial
"D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent"
An information agent is a person, team, or third-party service designated to collect, verify and distribute a company’s important announcements, filings or notices to regulators, shareholders and the public. Think of it as the company’s official mailroom and translator combined—responsible for making sure the right facts get to the right people quickly and accurately; investors watch who serves this role because mistakes or delays can affect compliance, market reaction and trust.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Folsom, NJ, June 01, 2026 (GLOBE NEWSWIRE) -- Media Contact: SJI Media Relations
609-561-9000 ext. 4131
media@sjindustries.com

FOR IMMEDIATE RELEASE

South Jersey Industries, Inc. Announces Expiration and Final Results of Cash Tender Offer

FOLSOM, NJ, June 1, 2026 – South Jersey Industries, Inc. (“SJI” or the “Company”) today announced the expiration and final results of the previously announced cash tender offer (the “Tender Offer”) to purchase for cash any and all of its outstanding 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 (the “Notes”) from each registered holder of the Notes (each, a “Holder,” and collectively, the “Holders”) subject to the terms specified in the Offer to Purchase, dated May 12, 2026 (the “Offer to Purchase”) and its accompanying notice of guaranteed delivery (together with the Offer to Purchase, the “Offer Documents”). The Withdrawal Deadline elapsed at 5:00 p.m., New York City time, on May 29, 2026. Capitalized terms used but not defined herein have meanings ascribed to them in the Offer to Purchase.

The principal amount of the Notes that were validly tendered and not validly withdrawn as of 5:00 p.m., New York City time, on May 29, 2026 (the “Expiration Time”) is set forth in the table below.

Title of SecurityCUSIP / ISINAggregate Principal Amount of Notes Outstanding(1)Principal Amount of Notes Tendered(2)Percentage of Principal Amount of Notes Tendered(2)
2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031838518AA6 /
US838518AA63
$287,500,000$213,793,00074.36%

(1)   Only Notes tendered in principal amounts equal to minimum denominations of $1,000 and integral multiples of $1,000 in excess thereof will be accepted.

(2)   As of 5:00 p.m., New York City Time, on May 29, 2026; not including $1,652,000 in aggregate principal amount of the Notes submitted pursuant to the guaranteed delivery procedures described in the Offer Documents.

The complete terms of the Tender Offer are set forth in the Offer to Purchase and in the related Notice of Guaranteed Delivery. The Tender Offer expired at the Expiration Time. Subject to the terms of the Offer to Purchase, the Company expects to accept all Notes validly tendered and not validly withdrawn prior to the Expiration Time for the Total Consideration. The “Total Consideration” for each $1,000 principal amount of the Notes tendered and accepted for purchase pursuant to the Tender Offer will be $955. SJI expects that the settlement for Notes validly tendered and not validly withdrawn on or before the Expiration Time will be on June 3, 2026 (the “Settlement Date”).

Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from April 15, 2026 (the last interest payment date for such Notes) to, but excluding, the Settlement Date.

This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.

Mizuho Securities USA LLC is serving as the Dealer Manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer for the Notes should be directed to Mizuho Securities USA LLC at +866 271 7403 (toll free) or + 212 205 7741 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase and the Notice of Guaranteed Delivery may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at www.dfking.com/sji and the following telephone numbers: banks and brokers at (800) 848-3405 (toll free); all others at (646) 455-1060 or email at sji@dfking.com.

About SJI

South Jersey Industries, Inc. is an energy infrastructure holding company headquartered in Folsom, New Jersey. Through its primary subsidiary, SJI Utilities (“SJIU”), the Company delivers safe, reliable and affordable natural gas service to approximately 750,000 residential, commercial and industrial customers across New Jersey. SJIU includes the Company’s two regulated natural gas utilities: South Jersey Gas Company, which serves the seven southernmost counties of New Jersey, and Elizabethtown Gas Company, which serves seven counties in northern and central New Jersey.

In addition to its utility operations, SJI owns and operates complementary energy management and energy production businesses. Energy management activities include wholesale and retail services such as the leasing and optimization of interstate natural gas transportation assets, the purchase of natural gas from producers for resale to merchant generators, fuel supply management services for merchant generation facilities under multi-year agreements, and energy advisory. SJI’s energy production segments are focused on the ownership, development, construction, and operation of diverse renewable energy projects. These projects include solar, fuel cell, and renewable natural gas (RNG) facilities utilizing feedstocks such as dairy manure, landfill gas, and organic food waste.

Forward-Looking Statements

This press release contains forward-looking statements based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, they could affect the business and results of operations of SJI and its consolidated subsidiaries which may differ materially from those expressed or implied by such forward-looking statements and assumptions. All statements other than statements of historical fact, including statements regarding the Settlement Date, guidance, industry prospects or future results of operations or financial position, expected sources of incremental margin, strategy, financing needs, future capital expenditures and the outcome or effect of ongoing litigation, are forward-looking. This press release uses words such as “believe,” “expect,” “intend,” “seek,” “strategy,” “would,” “could,” “should,” “may,” “will” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based on the beliefs and assumptions of management at the time that these statements were prepared and are inherently uncertain. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to, general macroeconomic and geopolitical conditions on an international, national, state and local level; weather conditions in SJI’s marketing areas; changes in commodity costs; changes in the availability of natural gas; “non-routine” or “extraordinary” disruptions in SJI’s distribution system; cybersecurity incidents and related disruptions; regulatory, legislative and court decisions; competition; the availability and cost of capital; costs and effects of legal proceedings and environmental liabilities; the failure of customers, suppliers or business partners to fulfill their contractual obligations; changes in business strategies; and public health crises and epidemics or pandemics. These risks and uncertainties, as well as other risks and uncertainties that could cause our actual results to differ materially from those expressed in the forward-looking statements, are described in greater detail in “Risk Factors.” These cautionary statements should not be construed by you to be exhaustive and they are made only as of the date of the Offer to Purchase. While SJI believes these forward-looking statements to be reasonable, there can be no assurance that they will approximate actual experience or that the expectations derived from them will be realized. Further, SJI undertakes no obligation to update or revise any of its forward-looking statements whether as a result of new information, future events or otherwise.


FAQ

What are the final results of South Jersey Industries (SJI) 2026 cash tender offer for its 2018 Series A notes?

South Jersey Industries reported that holders tendered $213.793 million of its 2018 Series A 3.70% junior subordinated notes, equal to 74.36% of the $287.5 million outstanding. According to SJI, all notes validly tendered and not withdrawn are expected to be accepted for purchase.

What percentage of South Jersey Industries (SJI) 3.70% junior subordinated notes was tendered in the 2026 offer?

According to SJI, 74.36% of the principal amount of its 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 was validly tendered by the May 29, 2026 expiration time, representing $213.793 million of the $287.5 million aggregate principal outstanding.

What consideration will holders receive in South Jersey Industries (SJI) 2026 tender offer for the 3.70% notes?

Holders whose notes are accepted will receive total consideration of $955 per $1,000 principal amount. According to SJI, they will also receive accrued and unpaid interest from April 15, 2026, the last interest payment date, to but excluding the June 3, 2026 settlement date.

When is the settlement date for South Jersey Industries (SJI) cash tender offer for its 2018 Series A notes?

Settlement for notes validly tendered and not withdrawn by the expiration time is expected on June 3, 2026. According to SJI, holders will receive the total consideration of $955 per $1,000 principal plus accrued and unpaid interest up to, but excluding, that date.

How does South Jersey Industries (SJI) 2026 tender offer affect interest on the 3.70% junior subordinated notes?

Holders whose notes are purchased will receive accrued and unpaid interest from April 15, 2026 to, but excluding, the June 3, 2026 settlement date. According to SJI, this interest payment is in addition to the $955 per $1,000 principal total consideration for accepted notes.

What is the CUSIP and size of South Jersey Industries (SJI) 2018 Series A 3.70% notes in the 2026 tender offer?

The notes subject to the tender offer are the 2018 Series A 3.70% Remarketable Junior Subordinated Notes due 2031 with CUSIP 838518AA6 and ISIN US838518AA63. According to SJI, the aggregate principal amount outstanding for this series was $287.5 million before the tender.