NEW JERSEY RESOURCES CORP: Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

The information included in Section 2.03 of this Current Report on Form 8-K is incorporated by reference into this Section 1.01.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under a

Off-balance sheet arrangement of a registrant.

On June 23, 2022, New Jersey Resource Company (“NJR”) and certain institutional investors in the private placement market (the “Purchasers”) entered into a note purchase agreement (the “Note Purchase Agreement”), pursuant to which NJR issued and sold to buyers $110,000,000 in aggregate principal amount of its 4.38% Senior Notes, Series 2022A, due June 23, 2027 (the Notes”). The Notes are unsecured and guaranteed by certain non-regulated subsidiaries of NJR. The proceeds of the Notes will be used for general corporate purposes, including, but not limited to, the refinancing of the short-term debt.

Interest will accrue on the Notes at the rate of 4.38% per annum and will be payable on
December 23 and June 23 of each year, from December 23, 2022and on the due date of June 23, 2027. NJR may redeem all or part of the Notes at any time, for an amount not less than $1,000,000 of the aggregate principal amount of the Notes then outstanding in the event of a partial prepayment, 100% of the aggregate principal amount so prepaid plus interest accrued to the date of such prepayment and, in respect of of any prepayment before March 23, 2027, the Netting Amount (as that term is defined in the Note Purchase Agreement) determined for the Call Date in respect of such Principal Amount. The Notes will also be subject to prepayments required upon the occurrence of certain events. The Notes will not be registered under the Securities Act of 1933, as amended (“Securities Act”), or under the securities laws of any jurisdiction. The Notes will be subject to certain transfer restrictions and may only be sold in transactions exempt or not subject to the registration requirements of securities law.

The Ticket Purchase Agreement contains customary representations and warranties of NJR and the purchasers and also contains customary events of default and certain covenants that will limit NJR’s ability beyond agreed thresholds, including: (i) incurring a additional debt (including a covenant that limits the amount of NJR’s total consolidated debt at the end of a fiscal quarter to 70% of NJR’s total consolidated capitalization, as such terms are defined in the purchase agreement of Notes, and a Covenant Limiting Senior Debt to 20% of NJR’s Aggregate Consolidated Capitalization, as such terms are defined in the Note Purchase Agreement); (ii) incur liens; (iii) carry out asset disposals; (iv) enter into transactions with affiliates; and (v) merge, consolidate, transfer, sell or lease all or substantially all of the assets of NJR. These covenants are subject to a number of important exceptions and qualifications set forth in the Note Purchase Agreement.

The foregoing description of the Ticket Purchase Agreement is qualified in its entirety by reference to the entire Ticket Purchase Agreement attached hereto as Schedule 4.1 and incorporated herein by reference.

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Cautions Regarding Forward-Looking Statements

This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. NJR cautions readers that the assumptions underlying the forward-looking statements include many factors that are beyond NJR’s ability to control or reasonably estimate. accuracy, such as estimates of future market conditions and the behavior of other market participants. Words such as “anticipates”, “estimates”, “expects”, “plans”, “intends”, “plans”, “believes”, “may”, “should” and similar expressions may identify forward-looking information and such forward-looking statements are made based on management’s current expectations and beliefs as of the date regarding future developments and their potential effect on NJR. There can be no assurance that future developments will be consistent with management’s expectations or that the effect of future developments on NJR will be as anticipated by management. Forward-looking information contained herein includes, but is not limited to, certain statements regarding product use.

Additional information and factors that could cause actual results to differ materially from NJR’s expectations are contained in documents filed by NJR with the US Securities and Exchange Commission (“SEC”), including NJR’s annual reports on Form 10-K and subsequent quarterly reports on Form 10-Q, recent current reports on Form 8-K, and others SECOND deposits, which are available at DRY website, http://www.sec.gov. The information contained in this filing is representative as of this date only and although NJR periodically reassesses important trends and uncertainties affecting NJR’s results of operations and financial condition in connection with its preparation of the MD&A and analysis of results of operations and financial condition contained in its quarterly report and Annual Reports filed with the SECONDNJR undertakes no obligation, in including this statement, to review or revise any particular forward-looking statement referenced herein in light of future events.

Item 9.01 Financial statements and supporting documents.


 (d)     Exhibits.
Exhibit
Number    Description

  4.1     $110,000,000 Note Purchase Agreement, dated as of June 23, 2022, by and
          among New Jersey Resources Corporation and the Purchasers party thereto.

104       Cover page in Inline XBRL format.



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