Item 1.01. Entry into a Material Definitive Agreement.

On December 20, 2022, South Jersey Industries, Inc. (the "Company") entered into an unsecured $150 million term loan credit agreement (the "Term Loan Agreement") with KeyBank National Association ("KeyBank") as Administrative Agent and lender. The entire amount was borrowed on December 20, 2022, and any amounts repaid prior to the maturity date cannot be reborrowed. The Company expects to use the net proceeds of the borrowing for the repayment of certain indebtedness as well as working capital and other general corporate purposes.

The Company previously announced that it has entered into an agreement and plan of merger pursuant to which the Company would become a wholly-owned subsidiary of an affiliate of Infrastructure Investments Fund (the "IIF Acquisition"). The maturity date of the term loan is March 20, 2023, or, if earlier, the date that the IIF Acquisition is consummated. On the maturity date, the principal and any accrued but unpaid interest must be paid.

The term loan bears interest at a variable base rate or a variable secured overnight financing rate (as defined in the Term Loan Agreement, "SOFR"), at the Company's election. Interest on base rate loans will be equal to 0.5% plus the highest of: (a) the daily "prime rate" of KeyBank; (b) the Federal Funds Rate plus 0.5%; (c) the Adjusted Term SOFR (as defined in the Term Loan Agreement) for a one-month interest period rate plus 1%, and (d) 1.00%. Interest on SOFR loans will be determined by reference to Adjusted Term SOFR plus 1.5%.

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

KeyBank and its affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending or commercial banking services or other services for the Company or its affiliates, and affiliates of KeyBank 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 Term Loan 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 Term Loan Agreement is qualified in its entirety by reference to the text of the Term Loan Agreement filed as Exhibit 10.1 to this Current Report on Form 8 K.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an


           Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits



     10.1   Credit Agreement dated as of December 20, 2022 between the South Jersey
            Industries, Inc. and KeyBank National Association, as administrative agent
            and lender.

   104      Cover Page Interactive Data File - the cover page XBRL tags are embedded
            within the Inline XBRL document.



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