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SOUTH JERSEY GAS CO FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

February 7, 2014



Item 1.01. Entry into a Material Definitive Agreement.

The disclosure required by this Item is set forth in Item 2.03 below, which is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant On January 30, 2014, South Jersey Gas Company (the "Company") issued $30 million aggregate principal amount of its Medium Term Notes, Series D, 2013, Tranche B due January 30, 2030 (the "Tranche B Notes"). The Tranche B Notes were issued pursuant to a Note Purchase Agreement dated as of November 21, 2013 between the Company and the purchasers named therein (the "Note Purchase Agreement") and under the Company's Indenture of Trust dated as of October 1, 1998, as supplemented, between the Company and The Bank of New York Mellon, as trustee. The Note Purchase Agreement also provided for the issuance of $50 million aggregate principal amount of the Company's Medium Term Notes, Series D, 2013, Tranche A, due November 21, 2030 (the "Tranche A Notes" and, together with the Tranche B Notes, the "Notes") that the Company issued on November 21, 2013. The Notes are serviced and secured by pledged First Mortgage Bonds of the Company issued under that certain Indenture of First Mortgage dated October 1, 1947, as supplemented and amended, from the Company to The Bank of New York Mellon, as successor trustee to Guarantee Bank and Trust Company. The Tranche B Notes bear interest at an annual rate of 4.23% payable semiannually on January 30 and July 30 of each year, commencing July 30, 2014. On each of January 30, 2028 and January 30, 2029, the Company must prepay $10,000,000 principal amount (or such lesser principal amount as shall then be outstanding) of the Tranche B Notes at par and without payment any premium or penalty. The entire unpaid principal amount of the Tranche B Notes becomes due and payable on January 30, 2030. The Company may prepay, at any time or from time to time, all or any portion of the Notes, in an amount not less than 5% of the aggregate principal amount of all of the Notes then outstanding in the case of a partial prepayment, together with interest accrued thereon to the date of such prepayment as well as a "make-whole amount," to be calculated as provided in the Note Purchase Agreement. The proceeds from the sale of the Tranche B Notes will be used to repay short-term indebtedness and for general corporate purposes, including funding capital expenditure requirements. The form of Tranche B Note and the Note Purchase Agreement are attached as Exhibits 4.1 and 10.1 hereto, respectively. The descriptions of the Tranche B Notes and the Note Purchase Agreement are qualified in their entirety by reference to the full text of such documents. --------------------------------------------------------------------------------



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

4.1 Form of Medium Term Note, Series D, 2013, Tranche B due January 30, 2030.

10.1 Note Purchase Agreement dated as of November 21, 2013 between South Jersey Gas Company and the purchasers listed therein (incorporated by reference to Exhibit 10.1 to the South Jersey Gas Company Current Report on Form 8-K dated November 21, 2013).



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Source: Edgar Glimpses


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