Announcement • Feb 02

JPMorgan Infrastructure Investments, L.P. (IIF) managed by J.P. Morgan Asset Management, Inc. completed the acquisition of South Jersey Industries, Inc. (NYSE:SJI) (SJI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), SSGA Funds Management, Inc., and others.

JPMorgan Infrastructure Investments, L.P. (IIF) managed by J.P. Morgan Asset Management, Inc. entered into an agreement to acquire South Jersey Industries, Inc. (NYSE:SJI) (SJI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), SSGA Funds Management, Inc. and others for $4.3 billion on February 23, 2022. Pursuant to terms of agreement, each share and other securities of SJI will receive $36 in cash, reflecting an enterprise value of approximately $8.1 billion. The per share purchase price of $36 represents a 46.3% premium to SJI’s 30-day VWAP as of February 23, 2022, the last trading day prior to the announcement of the agreement. JPMorgan has obtained equity and debt financing commitments of $4.53 billion and $4.5 billion respectively to fund the transaction. IIF has a committed bridge financing facility in place led by KeyBanc Capital Markets and PNC Capital Markets to support the transaction. Upon completion of the transaction, SJI’s shares will no longer trade on the New York Stock Exchange, and SJI will become a private company. In the event of termination, J.P. Morgan would be required to pay a termination fee of $255 million to SJI, while SJI would be required to pay J.P. Morgan a termination fee of $140 million. Dividends payable to SJI shareholders are expected to continue in the ordinary course until the closing, subject to approval by SJI’s Board of Directors. Following the close of the transaction, SJI will remain locally managed and operated with headquarters in Folsom, New Jersey. SJI’s team will join J.P. Morgan. Mike Renna will continue as Chief Executive Officer and the current management team will continue to lead SJI. The transaction is subject to approval from SJI shareholders, regulatory approvals including by the New Jersey Board of Public Utilities and clearance under federal antitrust laws and certain approvals by federal and state regulatory bodies and required statutory approvals, subject to materiality qualifiers, the accuracy of each party’s representations and warranties and others. The completion of the merger is not conditioned on receipt of financing by J.P. Morgan. Board of Directors of J.P. Morgan and SJI have unanimously approved the transaction. Board of SJI recommends shareholders to vote in favor of the transaction. As of April 11, 2022, the shareholders meeting of SJI is scheduled on May 10, 2022. As of May 10, 2022, SJI shareholders approved the transaction. As of November 2, 2022, the transaction has been approved by the Federal Energy Regulatory Commission, the Federal Communications Commission and has cleared the waiting period under Hart-Scott-Rodino. As of January 25, 2023, the transaction has been approved by the New Jersey Board of Public Utilities. The deal is expected to close in the fourth quarter of 2022. As of January 25, 2023, the transaction is expected to close on or around February 1, 2023. As of January 30, 2023 South Jersey Industries, Inc (NYSE:SJI) will be removed from the Tortoise North American Pipeline IndexSM (TNAP) and Tortoise Decarbonization Infrastructure IndexSM (DCRBN) as a result of the approved acquisition by Infrastructure Investments Fund. Due to the acquisition, SJI will be removed from both indices at market open on Wednesday, February 1, 2023. SJI will be dropped from Tortoise North American Pipeline IndexSM (TNAP) with special rebalancing. Special rebalancing is not required for Tortoise Decarbonization Infrastructure IndexSM (DCRBN) and the deleted constituent's weight will be distributed pro-rata to remaining index constituents BofA Securities, Inc. acted as exclusive financial advisor and provided fairness opinion to Board of SJI. Centerview Partners LLC acted as exclusive financial advisor for J.P. Morgan. Jeremy D. London and Paul S. Kraske of Skadden, Arps, Slate, Meagher & Flom LLP acted as legal advisors to J.P. Morgan. Saee Muzumdar, George Stama and Andrew Kaplan of Gibson, Dunn & Crutcher LLP acted as legal advisors to SJI. A team led by Steven Seidman and Sean Ewen of Willkie Farr & Gallagher LLP represented BofA Securities as financial advisor. D.F. King & Co., Inc. acted as information agent with a service fee of $17,500 to SJI. JPMorgan Infrastructure Investments, L.P. (IIF) managed by J.P. Morgan Asset Management, Inc. completed the acquisition of South Jersey Industries, Inc. (NYSE:SJI) (SJI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), SSGA Funds Management, Inc., and others on February 1, 2023

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JPMorgan Infrastructure Investments, L.P. (IIF) managed by J.P. Morgan Asset Management, Inc. completed the acquisition of South Jersey Industries, Inc. (NYSE:SJI) (SJI) from The Vanguard Group, Inc., BlackRock, Inc. (NYSE:BLK), SSGA Funds Management, Inc., and others.

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