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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

June 5, 2014



Item 1.01. Entry into a Material Definitive Agreement.

On June 5, 2014, South Jersey Gas Company (the "Company") entered into an unsecured, $200 million term loan credit agreement (the "Credit Agreement"), which is syndicated among five banks, including PNC Bank, National Association, as administrative agent, and Wells Fargo National Bank, National Association, as syndication agent. Under the Credit Agreement, the Company can borrow up to an aggregate of $200 million from time to time until June 5, 2016. All loans under the Credit Agreement become due and payable on the third anniversary of the Credit Agreement, June 5, 2017. Any amounts repaid prior to the maturity date cannot be reborrowed.

Subject to certain conditions set forth in the Credit Agreement, the Company may increase the Credit Facility from time to time by up to an additional maximum aggregate amount of $200 million, although no lender is obligated to increase its commitment.

The term loans bear interest at a variable base rate or a variable Eurodollar rate based on the London Interbank Offered Rate ("LIBOR"), at the Company's election. Interest on base rate loans will be equal to the highest of: (a) the agent's daily "prime rate", (b) the Federal Funds Rate plus 0.5%; and (c) a rate related to the one-month LIBOR rate, plus, in each case, an applicable margin that may range from zero to 0.15%, depending on the Company's unsecured credit rating. Interest on Eurodollar rate loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.75% to 1.15%, depending on the Company's unsecured credit rating.

The proceeds of the loans will be used for general corporate purposes, including, without limitation, the financing of capital expenditures and for working capital.

The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of the Company and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.65 to 1.0 (as such terms are defined in the Credit Agreement), and 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 or 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 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 summary of the Credit Agreement is qualified in its entirety by reference to the text of 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.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Term Loan Credit Agreement, dated as of June 5, 2014, among South Jersey

Gas Company, the several lenders from time to time party thereto, PNC

Bank, National Association, as Administrative Agent, and Wells Fargo

National Bank, National Association, as Syndication Agent.


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Source: Edgar Glimpses


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