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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.

Exhibit Number

      Exhibit
10.1 Amendment to Forward Sale Agreement, dated September 18, 2020, between New Jersey Resources Corporation and Wells Fargo Bank, National Association, dated December 4, 2019 and Additional Forward Sale Agreement between New Jersey Resources Corporation and Wells Fargo Bank, National Association, dated December 5, 2019
     
10.2 Amendment to Forward Sale Agreement, dated September 18, 2020, between New Jersey Resources Corporation and J.P. Morgan Securities LLC, dated December 4, 2019 and Additional Forward Sale Agreement between New Jersey Resources Corporation and J.P. Morgan Securities LLC, dated December 5, 2019
     
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Cover Page in Inline XBRL format

 


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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