---
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"
generated_at: "2026-06-20T03:19:34.088221+00:00"
event_type: "m_and_a"
sentiment: "neutral"
materiality_score: 1.0
calibrated_materiality_score: 1.0
confidence: "high"
source: SEC EDGAR
---

# Merger closed: IIF acquires SJI for $36.00/share cash; stub dividend declared

## Summary
- 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.

## SEC filing metadata
- accession: 0001140361-23-003792
- form_type: 8-K
- cik: 0001035216
- company_name: SOUTH JERSEY GAS Co
- filed_at: 2023-02-01T23:59:59+00:00
- event_type: m_and_a
- sentiment: neutral
- materiality_score: 1.0
- calibrated_materiality_score: 1.0
- confidence: high
- sec_items: 2.01, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001140361-23-003792
- JSON: https://secwatch.observer/filing/0001140361-23-003792.json
- Plain text: https://secwatch.observer/filing/0001140361-23-003792.txt

## Key facts
- Executive change
  Kevin O'Dowd was appointed as Director at SOUTH JERSEY GAS Co.
  - Action: appointed
  - Role: Director
  source text: Kevin O'Dowd was appointed to fill the resulting vacancy.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm
- Executive change
  Anne Cleary was appointed as Director at SOUTH JERSEY GAS Co.
  - Action: appointed
  - Role: Director
  source text: the sole member of the Board was Anne Cleary.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm
- Executive change
  Victor A. Fortkiewicz resigned as Director at SOUTH JERSEY GAS Co.
  - Action: resigned
  - Role: Director
  source text: Victor A. Fortkiewicz resigned from the Board of Directors of SJG
  evidence_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm
- Governance Changes
  SOUTH JERSEY GAS Co: Certificate of incorporation of surviving corporation amended and restated to match Merger Sub's certificate.
  - Change: charter amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm
- Governance Changes
  SOUTH JERSEY GAS Co: Bylaws of surviving corporation amended and restated to match Merger Sub's bylaws.
  - Change: bylaw amendment
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm
- M&A Transactions
  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
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1035216/000114036123003792/0001140361-23-003792-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.