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.
Interest will accrue on the Notes at the rate of 4.38% per annum and will be payable on
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.
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
Item 9.01 Financial statements and supporting documents.
(d) Exhibits. Exhibit Number Description 4.1
$110,000,000Note Purchase Agreement, dated as of June 23, 2022, by and among New Jersey Resources Corporationand the Purchasers party thereto. 104 Cover page in Inline XBRL format.
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