NEW JERSEY RESOURCES CORPORATION (NYSE:NJR) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2018, New Jersey Resources Corporation (“NJR”), as borrower, entered into a 4-Month $100,000,000 Revolving Line of Credit Facility, dated as of December 18, 2018 (the “Revolver”) with PNC Bank, National Association (“PNC Bank”). The Revolver is scheduled to terminate on April 18, 2019. The Revolver may be prepaid at any time without premium or penalty other than normal LIBOR break funding costs. Proceeds of the Revolver will be used for working capital or other general business purposes of NJR.
Borrowings under the Revolver bear interest, at NJR’s option: (i) on the day of the proposed advance, at the Base Rate Option (as defined in the Revolver) and (ii) three business days prior to the proposed advance, at the LIBOR Option (as defined in the Revolver) or Daily LIBOR Option (as defined in the Revolver). Advances may be requested in amounts of at least $1,000,000 and in $500,000 increments above such minimum. The commitment fees rate for the unused portion of the Revolver may range from 0.075% to 0.200%, depending on NJR’s credit rating as determined in a manner consistent with that certain Amended and Restated Credit Agreement dated as of December 5, 2018, by and among NJR, the guarantors thereto, the lenders party thereto, PNC Bank, National Association, as Administrative Agent, JPMorgan Chase Bank, N.A., Wells Fargo Bank, National Association and U.S. Bank National Association, as Syndication Agents, and Bank of America, N.A., Mizuho Bank, Ltd. and TD Bank, N.A., as Documentation Agents (the “Credit Agreement”).
The Revolver contains representations, warranties, covenants, conditions and defaults customary for transactions of this type and/or the Credit Agreement, including but not limited to cross default for breaches of the Credit Agreement. The occurrence of an event of default under the Revolver and the associated Committed Line of Credit Note (the “Note”) could result in all loans and other obligations of NJR becoming immediately due and payable and the Revolver being terminated.
A copy of the Revolver and the Note are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and are incorporated by reference into this Item 1.01. The foregoing summary of the Revolver and the Note is qualified in its entirety by reference to the text of the Revolver and the Note filed herewith.
NJR and its affiliates regularly engage PNC Bank to provide other banking services. All of these engagements are negotiated at arm’s length.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated in this Item 2.03 by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit | |
| Number | Description |
| 10.1 | 4-Month $100,000,000 Revolving Line of Credit Facility, dated as of December 18, 2018, by and between New Jersey Resources Corporation and PNC Bank, National Association |
| 10.2 | Committed Line of Credit Note in the amount of $100,000,000, dated as of December 18, 2018, by New Jersey Resources Corporation for the benefit of PNC Bank National Association |
NEW JERSEY RESOURCES CORP Exhibit
EX-10.1 2 njrc3518471-ex101.htm 4-MONTH $100,…
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About NEW JERSEY RESOURCES CORPORATION (NYSE:NJR)
New Jersey Resources Corporation is an energy services holding company. The Company’s business is the distribution of natural gas through a regulated utility, which provides other retail and wholesale energy services to customers and investing in clean energy projects and midstream assets. It operates in four business segments: Natural Gas Distribution, Clean Energy Ventures, Energy Services and Midstream. The Natural Gas Distribution segment consists of regulated natural gas services, off-system sales, capacity and storage management operations. The Energy Services segment consists of unregulated wholesale energy operations. The Clean Energy Ventures segment consists of capital investments in clean energy projects. The Midstream segment consists of investments in the midstream natural gas market, such as natural gas transportation and storage facilities. The Home Services and Other operations consist of heating, cooling and water appliance sales and installations, among others.
