form8-k.htm
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): December 19, 2007 (December 13,
2007)
NEW
JERSEY RESOURCES
CORPORATION
(Exact
name of registrant as specified in its charter)
|
New
Jersey
(State
or other jurisdiction
of
incorporation)
|
1-8359
(Commission
File
Number)
|
22-2376465
(IRS
Employer
Identification
No.)
|
|
1415
Wyckoff Road
Wall,
New Jersey
(Address
of principal executive offices)
|
|
07719
(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 (see General Instruction A.2. below):
[
]
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 CFR240.14d-2(b))
[
] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01.
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Entry
into a Material Definitive
Agreement.
|
On
December 13, 2007, New Jersey Resources Corporation (the “Company”), as
borrower, and certain of the Company’s unregulated subsidiaries (the “Company
Subsidiaries”), as guarantors, entered into a $325,000,000, five-year,
revolving, unsecured credit facility (the “New Credit Facility”) with the
several banks and other financial institutions parties thereto, and PNC Bank,
N.A., as Administrative Agent, JPMorgan Chase Bank, N.A. and Bank of America,
N.A., as Syndication Agents, and Citibank, N.A. and The Bank Of Nova Scotia,
as
Documentation Agents. PNC Capital Markets LLC was the Lead Arranger of the
New
Credit Facility. The New Credit Facility refinances an earlier credit
facility that provided for a $325,000,000 revolving credit facility that was
scheduled to expire on December 16, 2007 (the “Prior Credit Facility”), but has
now been terminated. The Company used the initial borrowings under the New
Credit Facility to refinance its Prior Credit Facility and pay all fees and
expenses in connection therewith. The New Credit Facility is
scheduled to terminate on December 13, 2012.
Borrowings
under the New Credit Facility bear interest, at the Company’s option at (a)
variable rates based on the London inter-bank offered rate (“LIBOR”) for
deposits in U.S. Dollars, plus an applicable margin which ranges from 0.25%
to
0.70% (including the facility fee), depending on the credit rating of New Jersey
Natural Gas Company, a subsidiary of the Company, from Standard &
Poor’s and Moody’s Investor Services, Inc., or (b) at a rate per annum equal to
(i) the greater of (A) PNC Bank N.A.’s prime rate or (B) the Federal Funds Open
Rate, as quoted on stated electronic sources that display such rate, plus 0.55%
(including the facility fee). As of the closing of the New Credit
Facility, the applicable margin over LIBOR was 0.25%. The New Credit Facility
permits the borrowing of revolving loans and swingline loans, as well as the
issuance of letters of credit. In addition, the Company Subsidiaries guarantee
to the Lenders all of the obligations of the Company under the New Credit
Facility, the notes and the other loan documents. The
New
Credit Facility also includes an accordion feature, which would allow us, in
the
absence of a default or event of default and subject to certain conditions
and
deliveries, to increase from time to time, with the existing or new lenders,
the
revolving credit commitments under the New Credit Facility in minimum $5,000,000
increments up to a maximum $100,000,000.
The
New
Credit Facility contains representations, warranties, covenants, conditions
and
defaults customary for transactions of this type, including: (a) compliance
with
a maximum leverage ratio (consolidated total indebtedness to consolidated
total capitalization), as defined in the New Credit Facility, of not more than
0.65 to 1.00 at any time; (b) limitation on liens and incurrence of debt
covenants; (c) limitation on investments covenants; (d) limitation on mergers
and asset disposition covenant (the negative covenants listed in (b), (c),
and
(d) applying only to the Company and the Company Subsidiaries), (e) covenants
to
preserve corporate existence, (f) covenants to comply with laws, (g) covenants
on the use of the proceeds of the credit facility, and (h) default provisions,
including defaults for non-payment, defaults for breach of representations
and
warranties, defaults for insolvency, defaults for non-performance of covenants,
cross-defaults and guarantor defaults. The occurrence of an event of default
under the New Credit Facility could result in all loans and other obligations
of
the Company and its unregulated subsidiaries becoming immediately due and
payable and the New Credit Facility being terminated.
This
description of the New Credit Facility is not complete and is qualified in
its
entirety by reference to the entire New Credit Facility. The Company
and its affiliates regularly engage the banks listed above to provide other
banking services. All of these engagements are negotiated at arm’s
length.
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Item 1.02
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Termination
of a Material Definitive
Agreement.
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The
information required by this item is included in Item 1.01 and incorporated
herein by reference.
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Item 2.03.
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Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a
Registrant.
|
The
information required by this item is included in Item 1.01 and incorporated
herein by reference.
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.
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NEW
JERSEY RESOURCES
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Date: December
19, 2007
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|
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By:
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/s/GLENN
C. LOCKWOOD
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| |
Glenn
C. Lockwood
|
| |
Senior
Vice President and Chief Financial
Officer
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