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): June 7, 2019

SOUTH JERSEY GAS COMPANY

(Exact name of registrant as specified in its 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)

(Former Name or Former Address, if Changed Since Last Report) N/A

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act)

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On June 7, 2019, South Jersey Gas Company (the “Company”) and SJI Utilities, Inc. (“SJIU” and together with the Company, each a “Borrower” and, collectively, the “Borrowers”) entered into an amendment (the “Amendment”) with Wells Fargo National Bank, National Association, as administrative agent (the “Administrative Agent”), and the several lenders party thereto to that Five-Year Revolving Credit Agreement dated as of August 14, 2017 (as previously amended, the “Existing Credit Agreement” and the Existing Credit Agreement, as amended by the Amendment, the “Credit Agreement”) among the Company, the Administrative Agent and the several lenders from time to time party thereto.

SJIU is a wholly-owned subsidiary of SJI, and the Company is a wholly-owned subsidiary of SJIU. The principal purpose of the Amendment was to add SJIU as an additional Borrower under the Credit Agreement.

Except as set forth above, the Amendment does not materially alter the Credit Agreement. Proceeds from borrowings under the Credit Agreement may be used for general corporate purposes.

The Credit Agreement provides for the extension of credit to the Borrowers by the lenders thereunder in a total aggregate amount of $200 million in the form of revolving loans up to the full $200 million amount of the facility. In addition, as part of the total $200 million extension of credit, the Credit Agreement provides for swingline loans (in an amount not to exceed an aggregate of $20 million) and letters of credit (in an amount not to exceed an aggregate of $50 million), each at the applicable interest rates specified in the Credit Agreement. Subject to certain conditions set forth in the Credit Agreement, the Borrowers may increase the revolving credit facility up to a maximum aggregate amount of $50 million (for a total facility of up to $250 million), although no lender is obligated to increase its commitment.

At the election of the applicable Borrower, loans under the Credit Agreement bear interest at a variable base rate or a variable London Interbank Offered Rate (“LIBOR”). Interest on base rate loans will be equal to the highest of: (a) the Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%; (b) the Administrative Agent’s daily “prime rate”; and (c) the one-month LIBOR rate plus 1%; plus in each case, an applicable margin that may range from zero to 0.275%, depending on the applicable Borrower’s Debt Rating (as defined in the Credit Agreement). Interest on LIBOR loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.8% to 1.275%, depending on the applicable Borrower’s Debt Rating.

The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of each Borrower and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.70 to 1.0 (as such terms are defined in the Credit Agreement). The Credit Agreement also contains 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 of 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 Amendment, including as Annex A thereto a conformed 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 summaries of the Amendment and the Credit Agreement are qualified in their entirety by reference to the text of the Amendment and 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 information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits

10.1

Second Amendment to Five-Year Revolving Credit Agreement between the Company, SJIU, the lenders party thereto and Wells Fargo National Bank, National Association, as administrative agent, dated as of June 7, 2019, including as Annex A thereto, a conformed copy of the Credit Agreement, as amended.

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: June 12, 2019	By:	/s/ Ann T. Anthony
		Name: Ann T. Anthony
		Title: Treasurer (Principal Financial Officer)

SOUTH JERSEY GAS Co 8-K