8-K
filed February 1, 2023, 6:59 PM ET
CIK 0001035216
M&A
confidence high
sentiment neutral
materiality 1.00
SOUTH JERSEY GAS Co: M&A transaction — Merger closed: IIF acquires SJI for $36.00/share cash; stub dividend declared
SOUTH JERSEY GAS Co
- Acquisition closed Feb 1, 2023; shareholders receive $36.00 per share in cash for each common share held.
- Stub period dividend of $0.1499 per share paid Feb 1 to holders of record as of Jan 31, 2023.
- SJI common stock delisted from NYSE; trading suspended before open on Feb 1; Form 25 to be filed.
- Post-merger, SJI becomes wholly owned by IIF; Anne Cleary appointed as sole director of surviving corporation.
- Officers of SJI and SJG continue in their respective roles following the closing.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kevin O'Dowd was appointed as Director at SOUTH JERSEY GAS Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Kevin O'Dowd was appointed to fill the resulting vacancy.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Anne Cleary was appointed as Director at SOUTH JERSEY GAS Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
the sole member of the Board was Anne Cleary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Victor A. Fortkiewicz resigned as Director at SOUTH JERSEY GAS Co.
- Action
- resigned
- Role
- Director
Exact text from the filing
Victor A. Fortkiewicz resigned from the Board of Directors of SJG
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SOUTH JERSEY GAS Co: Certificate of incorporation of surviving corporation amended and restated to match Merger Sub's certificate.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the certificate of incorporation of the Surviving Company was amended and restated to be the same as the certificate of incorporation of Merger Sub as in effect immediately prior to the Effective Time and otherwise in accordance with the terms of the Merger Agreement, and is filed herewith as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
SOUTH JERSEY GAS Co: Bylaws of surviving corporation amended and restated to match Merger Sub's bylaws.
- Change
- bylaw amendment
Exact text from the filing
At the Effective Time, the bylaws of the Surviving Corporation were amended and restated to be the same as the bylaws of Merger Sub as in effect immediately prior to the Effective Time and otherwise in accordance with the terms of the Merger Agreement, and is filed herewith as Exhibit 3.2 to this Current Report on Form 8-K and are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
SOUTH JERSEY GAS Co underwent a change of control involving Infrastructure Investments Fund (IIF) for $36.00 per share in cash (closed 2023-02-01).
- Action
- change of control
- Counterparty
- Infrastructure Investments Fund (IIF)
- Consideration
- $36.00 per share in cash
- Closing
- 2023-02-01
Exact text from the filing
in the treasury of the Company or owned, directly or indirectly, by Parent, Merger Sub or any wholly owned Subsidiary of the Company) were converted into the right to receive $36.00 in cash (the “Merger Consideration”), without interest. Immediately prior to the Effective Time, (i) each then-outstanding restricted stock unit with respect to the Company
View on SEC.gov
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