UNITED STATES

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): June ~~October 26~~7, ~~2018~~2019

SOUTH JERSEY GAS COMPANY

(Exact name of registrant as specified in its charter)

New Jersey		0-22211		21-0398330
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1 South Jersey Plaza, Folsom, NJ 08037

(Address of principal executive offices) (Zip Code)

(609) 561-9000

(Registrant'’s telephone number, including area code)

(Former Name or Former Address, if Changed Since Last Report) N/A

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:

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ☐ 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
N/A	N/A	N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act or Rule 12b-2 of the Exchange Act)

Emerging growth company o ☐

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. o ☐

Item 1.01.

Entry into a Material Definitive Agreement.

On ~~October~~June 267, ~~2018~~2019, South Jersey Gas Company (the “Company”) ~~entered~~and ~~into~~SJI ~~an unsecured~~Utilities, ~~$400~~Inc. ~~million~~(“SJIU” ~~term~~and ~~loan~~together ~~credit~~with ~~agreement (~~the Company, each a “~~Credit~~Borrower” and, ~~Agreement~~ collectively, the “Borrowers”), ~~which~~entered isinto ~~syndicated~~an ~~among~~amendment ~~eight~~(the ~~banks,~~“Amendment”) ~~including~~with ~~PNC~~Wells Fargo National Bank, National Association, as administrative agent~~. Under~~ (the ~~Credit~~“Administrative ~~Agreement~~Agent”), and the ~~Company~~several ~~can~~lenders ~~borrow~~party upthereto to anthat Five-Year ~~aggregate~~Revolving ofCredit ~~$400~~Agreement ~~million~~dated ~~from~~as ~~time~~of toAugust ~~time~~14, ~~until~~2017 ~~October~~(as 26previously amended, ~~2019. All~~the ~~loans~~“Existing ~~under~~Credit Agreement” and the Existing Credit Agreement, ~~become~~as ~~due~~amended ~~and~~by ~~payable~~the onAmendment, ~~April~~the ~~26,~~“Credit ~~2020.~~Agreement”) ~~Any~~among ~~amounts~~the ~~repaid~~Company, ~~prior~~the Administrative toAgent and the ~~maturity~~several ~~date~~lenders ~~cannot be~~from ~~reborrowed~~time to time party thereto.

InSJIU ~~connection~~is ~~with~~a ~~entering into~~wholly-owned ~~the~~subsidiary ~~Credit~~of ~~Agreement~~SJI, and the Company ~~repaid~~is ~~all~~a ~~amounts~~wholly-owned ~~outstanding~~subsidiary ~~under~~of ~~its~~SJIU. The ~~2017~~principal ~~term~~purpose ~~loan~~of ~~credit~~the ~~agreement,~~Amendment ~~thereby~~was ~~concluding that~~to ~~agreement~~add SJIU as an additional Borrower under the Credit Agreement.

~~Subject~~Except toas ~~certain conditions~~ set forth inabove, the ~~Credit~~Amendment ~~Agreement,~~does ~~the~~not ~~Company~~materially ~~may~~alter ~~increase~~ the Credit ~~Facility~~Agreement. Proceeds from ~~time~~borrowings tounder ~~time~~the byCredit upAgreement tomay anbe ~~additional~~used ~~maximum aggregate~~for ~~amount~~general ofcorporate ~~$200 million, although no lender is obligated to increase its commitment~~purposes.

The ~~term~~Credit ~~loans~~Agreement ~~bear~~provides ~~interest at~~for athe ~~variable~~extension ~~base~~of ~~rate~~credit orto athe ~~variable~~Borrowers ~~“LIBOR”~~by ~~rate~~the ~~based~~lenders onthereunder ~~the~~in ~~London~~a ~~interbank~~total ~~deposit~~aggregate ~~market,~~amount atof ~~the~~$200 ~~Company’s election.~~million ~~Interest~~in onthe ~~base~~form ~~rate~~of revolving loans ~~will~~up ~~be equal~~ to the ~~highest~~full $200 million amount of: ~~(a)~~the facility. In addition, as part of the ~~agent’s~~total ~~daily~~$200 ~~“prime~~million ~~rate~~extension of credit,” ~~(b)~~ the ~~Federal~~Credit ~~Funds~~Agreement ~~Rate~~provides ~~plus~~for ~~0.5%;~~swingline ~~and~~loans (c)in aan ~~rate~~amount ~~related~~not to ~~the~~exceed ~~one-month~~an ~~LIBOR~~aggregate ~~rate~~of ~~plus~~$20 ~~1%,~~million) ~~plus,~~and inletters ~~each~~of ~~case,~~credit (in an ~~applicable margin~~amount ~~that~~not ~~may~~to exceed ~~range~~an ~~from~~aggregate ~~zero~~of to$50 ~~0.05%~~million), ~~depending~~each onat the ~~Company’s~~applicable ~~unsecured~~interest ~~credit~~rates ~~rating~~specified in the Credit Agreement. Subject ~~Interest~~to oncertain ~~LIBOR~~conditions ~~rate~~set ~~loans will~~forth bein ~~determined~~the byCredit ~~reference~~Agreement, the Borrowers may increase the revolving credit facility up to ~~LIBOR~~a ~~plus~~maximum aggregate anamount ~~applicable~~of ~~margin~~$50 ~~that~~million ~~may~~(for ~~range~~a ~~from~~total ~~0.65%~~facility of up to ~~1.05%~~$250 million), ~~depending~~although onno ~~the~~lender ~~Company’s unsecured~~is ~~credit~~obligated ~~rating~~to increase its commitment.

~~The~~At ~~proceeds~~the election of the applicable Borrower, loans under the Credit Agreement bear interest at a variable base rate or a variable London Interbank Offered Rate (“LIBOR”). Interest on base rate loans will be ~~used~~equal ~~for~~to ~~general~~the ~~corporate~~highest ~~purposes,~~of: ~~including,~~(a) ~~without~~the ~~limitation~~Federal Funds Rate (as defined in the Credit Agreement) plus 0.5%; (b) the Administrative Agent’s daily “prime rate”; and (c) the one-month LIBOR rate plus 1%; plus in each case, ~~repayment~~an ofapplicable ~~debt~~margin that may range from zero to 0.275%, ~~financing~~depending ofon ~~capital~~the ~~expenditures~~applicable Borrower’s Debt Rating (as defined in the Credit Agreement). Interest on LIBOR loans will be determined by reference to LIBOR plus an applicable margin that may range from 0.8% to ~~and~~ 1.275%, ~~for~~depending ~~working~~on ~~capital~~the applicable Borrower’s Debt Rating.

The Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Indebtedness of ~~the~~each ~~Company~~ Borrower and its subsidiaries on a consolidated basis to Consolidated Total Capitalization of not more than 0.70 to 1.0 (as such terms are defined in the Credit Agreement),. The ~~and~~Credit Agreement also contains customary events of default.

Many of the lenders under the Credit Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates orof certain of these lenders have served in the past as underwriters in public offerings of securities by the Company or its affiliates, for which they have received, and may in the future receive, customary compensation and expense reimbursement.

A copy of the Credit Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 1.01. The foregoing summary of the Credit Agreement is qualified in its entirety by reference to the text of the Credit Agreement filed herewith.2

A copy of the Amendment, including as Annex A thereto a conformed copy of the Credit Agreement, is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 21.0301. ~~Creation~~The foregoing summaries of athe ~~Direct~~Amendment ~~Financial~~and ~~Obligation~~the orCredit anAgreement ~~Obligation~~are ~~under~~qualified anin ~~Off-Balance~~their ~~Sheet~~entirety ~~Arrangement~~by reference to the text of athe ~~Registrant~~Amendment and the Credit Agreement filed herewith.

~~The information~~Item ~~set~~2.03. ~~forth~~Creation inof ~~Item~~a ~~1.01~~Direct ofFinancial ~~this~~Obligation ~~Current~~or ~~Report~~an onObligation ~~Form~~under 8an Off-KBalance isSheet ~~incorporated~~Arrangement ~~herein~~of bya ~~reference~~Registrant.

The information set forth in Item 91.01. ~~Financial~~of ~~Statements~~this ~~and~~Current ~~Exhibits~~Report on Form 8-K is incorporated herein by reference.

~~(d)~~Item 9.01. Financial Statements and Exhibits.

~~10.1~~(d) Term Loan Credit Agreement, dated as of October 26, 2018, among South Jersey Gas Company, the several lenders from time to time party thereto and PNC Bank, National Association, as Administrative Agent.Exhibits

~~SIGNATURES~~10.1 Second Amendment to Five-Year Revolving Credit Agreement between the Company, SJIU, the lenders party thereto and Wells Fargo National Bank, National Association, as administrative agent, dated as of June 7, 2019, including as Annex A thereto, a conformed copy of the Credit Agreement, as amended.

~~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.~~3

	SOUTH JERSEY GAS COMPANY
Dated: October 31, 2018	By:	/s/ Ann T. Anthony
		Name: Ann T. Anthony Title: Treasurer

SIGNATURES

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.

	SOUTH JERSEY GAS COMPANY

Dated: June 12, 2019	By:	/s/ Ann T. Anthony
		Name: Ann T. Anthony
		Title: Treasurer (Principal Financial Officer)

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