South Jersey Industries, Inc. Common Stock and Equity Units Offerings and Forward Sale Agreement


Davis Polk advised the joint book-running managers and several other underwriters in connection with SEC-registered offerings of 12,669,491 shares of common stock (which included 1,652,542 shares of common stock that the underwriters purchased pursuant to their option to purchase additional shares) and 5,750,000 equity units of South Jersey Industries, Inc. (which included 750,000 equity units that the underwriters purchased pursuant to their option to purchase additional equity units) and advised the forward contract purchaser in connection with the concurrent execution of a forward sale agreement relating to 6,779,661 of the shares of common stock sold in the common stock offering. In connection with the forward sale agreement, the forward contract purchaser and its affiliate borrowed an aggregate of 6,779,661 shares of South Jersey Industries, Inc.’s common stock from third parties and sold these shares to the underwriters.

BofA Merrill Lynch, Guggenheim Securities and Wells Fargo Securities acted as Joint Book-Running Managers. TD Securities, J.P. Morgan, Morgan Stanley and PNC Capital Markets LLC acted as Co-Managers on the offering.

Proceeds from these offerings were used to fund the $1.69 billion acquisition by South Jersey Industries of Elizabethtown Gas and Elkton Gas. South Jersey Industries’ common stock is listed on the NYSE under the symbol “SJI.”

Headquartered in Folsom, New Jersey, South Jersey Industries operates various public utility companies and engages in the purchase, transmission and sale of natural gas for residential, commercial and industrial use. It also provides services for acquisition and transportation of natural gas and electricity to commercial and industrial customers.

The Davis Polk capital markets team included partner Michael Kaplan (Picture) and associates Jennifer Ying Lan and Yoojin L. Kim. The equity derivatives team included partner Mark M. Mendez and associates Won Lee and Caitlin L. Wood. Partner Lucy W. Farr and associate Yixuan Long provided tax advice. Counsel David A. Zilberberg and associate James A. Eland provided environmental advice.

Involved fees earner: Michael Kaplan – Davis Polk & Wardwell; Jennifer Ying Lan – Davis Polk & Wardwell; Yoojin Kim – Davis Polk & Wardwell; Mark Mendez – Davis Polk & Wardwell; Won Lee – Davis Polk & Wardwell; Caitlin Wood – Davis Polk & Wardwell; Lucy Farr – Davis Polk & Wardwell; Yixuan Long – Davis Polk & Wardwell; David Zilberberg – Davis Polk & Wardwell; James Eland – Davis Polk & Wardwell;

Law Firms: Davis Polk & Wardwell;

Clients: Bank of America Merrill Lynch; JP Morgan; Morgan Stanley; TD Securities; PNC Capital Markets LLC; Wells Fargo Securities; Guggenheim Securities;