{"schema_version":"secwatch.filing_event.v1","accession":"0001140361-23-003792","form_type":"8-K","ticker":null,"cik":"0001035216","company_name":"SOUTH JERSEY GAS Co","filed_at":"2023-02-01T23:59:59+00:00","discovered_at":"2026-05-14T18:03:43.601085+00:00","generated_at":"2026-06-20T03:19:34.088221+00:00","sec_items":["2.01","3.01","3.03","5.01","5.02","5.03","8.01","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":1.0,"calibrated_materiality_score":1.0,"confidence":"high","headline":"Merger closed: IIF acquires SJI for $36.00/share cash; stub dividend declared","bullets":["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."],"urls":{"canonical":"https://secwatch.observer/filing/0001140361-23-003792","json":"https://secwatch.observer/filing/0001140361-23-003792.json","markdown":"https://secwatch.observer/filing/0001140361-23-003792.md","text":"https://secwatch.observer/filing/0001140361-23-003792.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/91928/000114036123003792/brhc10047293_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-20T03:19:34.088221+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"72476829ac","claim":"Kevin O'Dowd was appointed as Director at SOUTH JERSEY GAS Co.","evidence_excerpt":"Kevin O'Dowd was appointed to fill the resulting vacancy.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"b0486912f2","claim":"Anne Cleary was appointed as Director at SOUTH JERSEY GAS Co.","evidence_excerpt":"the sole member of the Board was Anne Cleary.","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"appointed"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"cb9fde7a86","claim":"Victor A. Fortkiewicz resigned as Director at SOUTH JERSEY GAS Co.","evidence_excerpt":"Victor A. Fortkiewicz resigned from the Board of Directors of SJG","evidence_source":"SEC 8-K Item 5.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.95,"family_label":"Executive change","details":[{"label":"Action","value":"resigned"},{"label":"Role","value":"Director"}],"fact_type":"executive_change"},{"claim_id":"c512d6f2ba5bc89b0e5956e125a7bca755fd04ff","claim":"SOUTH JERSEY GAS Co: Certificate of incorporation of surviving corporation amended and restated to match Merger Sub's certificate.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"}],"fact_type":"governance_change"},{"claim_id":"df7aca9c5d37c109e67954cf963b96e87e44ad3e","claim":"SOUTH JERSEY GAS Co: Bylaws of surviving corporation amended and restated to match Merger Sub's bylaws.","evidence_excerpt":"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.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"bylaw amendment"}],"fact_type":"governance_change"},{"claim_id":"4165e78c025a43bdedc92d58e51a9b9518002472","claim":"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).","evidence_excerpt":"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","evidence_source":"SEC 8-K Item 2.01/5.01","evidence_url":"https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm","confidence":0.9,"family_label":"M&A Transactions","details":[{"label":"Action","value":"change of control"},{"label":"Counterparty","value":"Infrastructure Investments Fund (IIF)"},{"label":"Consideration","value":"$36.00 per share in cash"},{"label":"Closing","value":"2023-02-01"}],"fact_type":"ma_transaction"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}