UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): September 18, 2020
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
New Jersey | 001-08359 | 22-2376465 | ||
(State or Other | (Commission | (IRS Employer | ||
Jurisdiction | File Number) | Identification No.) | ||
of Incorporation) | ||||
1415 Wyckoff Road | ||
Wall, New Jersey | 07719 | |
(Address of Principal Executive Offices) | (Zip Code) |
(732) 938-1480
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
[ ] | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
[ ] | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
[ ] | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on | ||
which registered | ||||
Common Stock - $2.50 par value | NJR | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Item 8.01 Other Events
Extension of Forward Equity Contracts
On September 18, 2020, New Jersey Resources Corporation (“NJR”) amended the forward sale agreements originally dated December 4, 2019 and December 5, 2019, with each of Wells Fargo Bank, National Association and JPMorgan Chase Bank, National Association (each as further described in our Current Report on Form 8-K filed with the Securities and Exchange Commission on December 9, 2019) to extend the maturity date of such forward sales agreements from September 30, 2020 to September 10, 2021 ) (collectively, the “Amendments to Forward Sale Agreements”). NJR intends (subject to its right to elect cash or net share settlement and subject to certain conditions) to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by NJR occurring no later than September 10, 2021, an aggregate of 1,212,120 shares of NJR’s common stock to the forward purchasers in exchange for cash proceeds per share equal to the applicable forward sale price as provided in the amended forward sale agreements.
In the ordinary course of business, Wells Fargo Securities, LLC and J.P. Morgan Securities LLC and/or their affiliates have provided and may in the future provide financial advisory or other services for NJR and its subsidiaries for which they have received or will receive customary fees. For example, affiliates of Wells Fargo Securities, LLC and J.P. Morgan Securities LLC participate in NJR’s revolving credit arrangements.
The foregoing descriptions of the Amendments to Forward Sale Agreements do not purport to be complete and are qualified in their entirety by reference to the full text of each such Amendment to Forward Sale Agreement, which are filed as Exhibits 10.1 and 10.2, respectively, and are incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NEW JERSEY RESOURCES CORPORATION | |||
Date: September 24, 2020 | By: | /s/ Patrick J. Migliaccio | |
Patrick J. Migliaccio | |||
Senior Vice President and Chief Financial | |||
Officer | |||
Date: | September 18, 2020 | |
To: | New Jersey Resources Corporation | |
1415 Wyckoff Road | ||
Wall, New Jersey 07719 | ||
From: | Wells Fargo Bank, National Association | |
Re: | Amendment to Share Forward Transactions |
Ladies and Gentlemen:
This letter agreement (this “Amendment”) amends the Confirmations (the “Confirmations”) in respect of the Share Forward Transactions between Wells Fargo Bank, National Association (“Dealer”) and New Jersey Resources Corporation (“Counterparty”) dated December 4, 2019 and December 5, 2019. Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmations.
1. Amendment. The Confirmations are hereby amended by replacing the date “September 30, 2020” opposite the term “Maturity Date” with “September 10, 2021”.
2. Amendment. Schedule I of the Confirmations is hereby replaced with the following:
FORWARD PRICE REDUCTION DATES AND AMOUNTS
Forward Price Reduction Date | Forward Price Reduction Amount | |
Trade Date: | USD 0.00 | |
December 18, 2019 | USD 0.3125 | |
March 16, 2020 | USD 0.3125 | |
June 15, 2020 | USD 0.3125 | |
September 21, 2020 | USD 0.3325 | |
December 15, 2020 | USD 0.3325 | |
March 16, 2021 | USD 0.3325 | |
June 15, 2021 | USD 0.3325 |
3. As of the date of this Amendment, Counterparty hereby repeats (i) the representations, warranties and agreements contained in the Confirmations under the headers “Representations and Agreements of Party B” and “Additional Representations, Warranties and Agreements of Party B” and (ii) the representation in Section 3(a)(iii) of the 2002 ISDA Master Agreement.
4. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transaction and provisions in the Master Confirmation and the Supplemental Confirmation shall remain and continue in full force and effect and are hereby confirmed in all respects.
5. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
6. Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECT TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
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7. Waiver of Jury Trial. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to Dealer.
Very truly yours, | ||||||
WELLS FARGO BANK, NATIONAL | ||||||
ASSOCIATION | ||||||
By: | /s/ Cathleen Burke | |||||
Name: | Cathleen Burke | |||||
Title: | Managing Director | |||||
Accepted and confirmed: | ||||||
NEW JERSEY RESOURCES | ||||||
CORPORATION | ||||||
By: | /s/ Roberto Bel | |||||
Name: | Roberto Bel | |||||
Title: | Treasurer |
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Date: | September 18, 2020 | |
To: | New Jersey Resources Corporation | |
1415 Wyckoff Road | ||
Wall, New Jersey 07719 | ||
From: | JPMorgan Chase Bank, National Association | |
Re: | Amendment to Share Forward Transactions |
Ladies and Gentlemen:
This letter agreement (this “Amendment”) amends the terms and conditions of (i) the transaction (the “Base Transaction”) evidenced by the letter agreement between JPMorgan Chase Bank, National Association (“Dealer”) and New Jersey Resources Corporation (“Counterparty”), dated December 4, 2019 (the “Base Confirmation”) and (ii) the transaction (the “Additional Transaction” and, together with the Base Transaction, the “Transactions”) evidenced by the letter agreement between Dealer and Counterparty, dated December 5, 2019 (the “Additional Confirmation” and, together with the Base Confirmation, the “Confirmations”). Any capitalized term used but not defined herein shall have the meaning assigned thereto in the Confirmations.
1. Amendment. Each Confirmation is hereby amended by:
a. |
replacing the date “September 30, 2020” opposite the term “Maturity Date” with “September 10, 2021”, and |
b. |
replacing Schedule I with the following: |
FORWARD PRICE REDUCTION DATES AND AMOUNTS
Forward Price Reduction Date | Forward Price Reduction Amount | |
Trade Date: | USD 0.00 | |
December 18, 2019 | USD 0.3125 | |
March 16, 2020 | USD 0.3125 | |
June 15, 2020 | USD 0.3125 | |
September 21, 2020 | USD 0.3325 | |
December 15, 2020 | USD 0.3325 | |
March 16, 2021 | USD 0.3325 | |
June 15, 2021 | USD 0.3325 |
2. As of the date of this Amendment, Counterparty hereby repeats (i) the representations, warranties and agreements contained in the Confirmations under the headers “Representations and Agreements of Party B” and “Additional Representations, Warranties and Agreements of Party B” and (ii) the representation in Section 3(a)(iii) of the 2002 ISDA Master Agreement.
3. No Additional Amendments or Waivers. Except as amended hereby, all the terms of the Transactions and provisions in the Confirmations shall remain and continue in full force and effect and are hereby confirmed in all respects.
4. Counterparts. This Amendment may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all of the signatures thereto and hereto were upon the same instrument.
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5. Governing Law; Jurisdiction. THIS AMENDMENT AND ANY CLAIM, CONTROVERSY OR DISPUTE ARISING UNDER OR RELATED TO THIS AMENDMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK. THE PARTIES HERETO IRREVOCABLY SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK AND THE UNITED STATES COURT FOR THE SOUTHERN DISTRICT OF NEW YORK IN CONNECTION WITH ALL MATTERS RELATING HERETO AND WAIVE ANY OBJECT TO THE LAYING OF VENUE IN, AND ANY CLAIM OF INCONVENIENT FORUM WITH RESPECT TO, THESE COURTS.
6. Waiver of Jury Trial. EACH OF COUNTERPARTY AND DEALER HEREBY IRREVOCABLY WAIVES (ON ITS OWN BEHALF AND, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ON BEHALF OF ITS STOCKHOLDERS) ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO ANY TRANSACTION OR THE ACTIONS OF DEALER OR ITS AFFILIATES IN THE NEGOTIATION, PERFORMANCE OR ENFORCEMENT HEREOF.
7. Communications with J.P. Morgan Securities LLC. If Counterparty interacts with any employee of J.P. Morgan Securities LLC with respect to this Amendment or the Transaction, Counterparty is hereby notified that such employee will act solely as an authorized representative of Dealer (and not as a representative of J.P. Morgan Securities LLC) in connection with the Transaction.
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Please confirm that the foregoing correctly sets forth the terms of our agreement by executing this Amendment and returning it to Dealer.
Very truly yours, | ||||||
JPMORGAN CHASE BANK, NATIONAL | ||||||
ASSOCIATION | ||||||
By: | /s/ Ranga Kanthadai | |||||
Name: | Ranga Kanthadai | |||||
Title: | Vice President | |||||
Accepted and confirmed: | ||||||
NEW JERSEY RESOURCES | ||||||
CORPORATION | ||||||
By: | /s/ Roberto Bel | |||||
Name: | Roberto Bel | |||||
Title: | Treasurer |
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