NJ Resources Signs Material Definitive Agreement

Ticker: NJR · Form: 8-K · Filed: Nov 25, 2024 · CIK: 356309

Sentiment: neutral

Topics: material-agreement

Related Tickers: NJR

TL;DR

NJR signed a big deal, details TBD.

AI Summary

New Jersey Resources Corporation (NJR) entered into a material definitive agreement on November 25, 2024. The filing does not disclose the specific terms or parties involved in this agreement, only that it is a significant contractual arrangement for the company.

Why It Matters

This filing indicates a significant new contract or partnership for New Jersey Resources, which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The lack of specific details about the material definitive agreement introduces uncertainty regarding its potential impact on the company.

Key Players & Entities

FAQ

What is the nature of the material definitive agreement entered into by New Jersey Resources Corporation?

The filing states that New Jersey Resources Corporation entered into a material definitive agreement on November 25, 2024, but does not provide specific details about its nature.

Who are the parties involved in this material definitive agreement?

The filing does not disclose the names of the other parties involved in the material definitive agreement.

What is the effective date of this material definitive agreement?

The earliest event reported in the filing is November 25, 2024, which is the date of the report and likely the date the agreement was entered into.

What is the trading symbol for New Jersey Resources Corporation's common stock?

The trading symbol for New Jersey Resources Corporation's common stock is NJR, listed on the New York Stock Exchange.

Does this filing provide any financial terms or dollar amounts associated with the agreement?

No, this filing does not provide any specific financial terms or dollar amounts related to the material definitive agreement.

Filing Stats: 1,366 words · 5 min read · ~5 pages · Grade level 13.2 · Accepted 2024-11-25 16:28:29

Key Financial Figures

Filing Documents

01

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.

02

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.

01

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 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,"

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits. Exhibit Number Exhibit 99.1 Earnings Release dated November 25, 2024 (furnished, not filed) 99.2 Presentation dated November 25, 2024 (furnished, not filed) 99.3 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

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