UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): November 25, 2024
NEW JERSEY RESOURCES CORPORATION
(Exact Name of registrant as specified in its charter)
New Jersey
| 001-08359
| 22-2376465
|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
1415 Wyckoff Road
Wall, New Jersey | | 07719
|
| (Address of Principal Executive Offices) | | (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:
| ☐ | 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 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock - $2.50 par value
| NJR
| New York Stock Exchange
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 | Entry into a Material Definitive Agreement. |
On November 25, 2024 (the “Closing Date”), New Jersey Resources Corporation, a New Jersey corporation (the “Company”), through NJR Clean Energy Ventures II Corporation (“CEV II”), a subsidiary of the Company, completed the sale of its residential solar portfolio and related assets and liabilities (the “Solar Assets”) to an affiliate of Spruce Power Holding Corporation (the “Buyer”) pursuant to an asset purchase agreement (the “Agreement”), for a total of approximately $132.5 million, subject to customary adjustments. The Company expects to record a gain on the sale in fiscal year 2025 and will use net proceeds of the sale (after tax, transaction expenses and customary purchase price adjustments) to pay down corporate debt and for general working capital purposes.
Simultaneous with the sale, certain of the Solar Assets, including certain solar equipment leases and related equipment, were transferred to an affiliate of Buyer, from which CEV II is leasing back those Solar Assets. The term of the lease will extend from the Closing Date through the quarter following sixty (60) months after such Solar Asset was first placed in service.
In addition, on the Closing Date, another of Buyer’s affiliates engaged CEV II to transition the servicing of the Solar Assets. CEV II contracted with that affiliate to oversee the maintenance of the Solar Assets leased to CEV II, and the Company guaranteed certain of CEV II’s payment and performance obligations in connection with the sale and leaseback transactions.
The above summary of the terms of the Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement, which will be attached as an exhibit to the Company’s Annual Report on Form 10-K for the year ended September 30, 2024.
| Item 2.02 | Results of Operations and Financial Condition. |
On November 25, 2024, the Company issued a press release reporting financial results for the fourth fiscal quarter and fiscal year ended September 30, 2024 (the “Earnings Release”). A copy of the Earnings Release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in Item 2.02 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed to be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 7.01 | Regulation FD Disclosure. |
Earnings Presentation
The Company will deliver a presentation via live public webcast on November 26, 2024, at 10:00 a.m. ET. The slides to be used for the presentation are furnished herewith as Exhibit 99.2 and are incorporated by reference into Item 7.01 of this Current Report on Form 8-K.
Solar Assets Transaction
On November 25, 2024, CEV II issued a press release announcing the sale of its residential solar business in the State of New Jersey, as well as a leaseback of certain of the sold assets, as described above in Item 1.01 of this Current Report on Form 8-K. The full text of the press release is attached as Exhibit 99.3 to this Current Report on Form 8-K and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information contained or incorporated in this Item 7.01, including the presentation furnished herewith as Exhibit 99.2 and the press release furnished herewith as Exhibit 99.3, respectively, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such exhibits be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be set forth expressly by specific reference in such a filing.
Cautionary Statements Regarding Forward-Looking Statements
This filing contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The Company cautions readers that the assumptions forming the basis for forward-looking statements include many factors that are beyond the Company’s ability to control or estimate precisely, such as estimates of future market conditions and the behavior of other market participants. Words such as “anticipates,” “estimates,” “expects,” “projects,” “intends,” “plans,” “believes,” “may,” “should” and similar expressions may identify forward-looking information and such forward-looking statements are made based upon management’s current expectations and beliefs as of this date concerning future developments and their potential effect upon the Company. There can be no assurance that future developments will be in accordance with management’s expectations or that the effect of future developments on the Company will be those anticipated by management. Forward-looking information in this filing includes, but is not limited to, certain statements regarding the use of proceeds.
Additional information and factors that could cause actual results to differ materially from the Company’s expectations are contained in the Company’s filings with the U.S. Securities and Exchange Commission (“SEC”), including the Company’s Annual Reports on Form 10-K and subsequent Quarterly Reports on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings, which are available at the SEC’s web site, http://www.sec.gov. Information included in this filing is representative as of today only and while the Company periodically reassesses material trends and uncertainties affecting the Company’s results of operations and financial condition in connection with its preparation of management’s discussion and analysis of results of operations and financial condition contained in its Quarterly and Annual Reports filed with the SEC, the Company does not, by including this statement, assume any obligation to review or revise any particular forward-looking statement referenced herein in light of future events.
| Item 9.01. | Financial Statements and Exhibits |
| Exhibit Number | Exhibit |
| Earnings Release dated November 25, 2024 (furnished, not filed) |
| Presentation dated November 25, 2024 (furnished, not filed) |
| Press Release, dated November 25, 2024 (furnished, not filed) |
| 104 | Cover page in Inline XBRL format |
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.
| | NEW JERSEY RESOURCES CORPORATION |
| | |
| Date: November 25, 2024 | By: | /s/ Roberto F. Bel |
| | | Roberto F. Bel |
| | | Senior Vice President and Chief Financial Officer |
