UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01 | Entry into a Material Definitive Agreement. |
On November 17, 2021, SJW Group (the “Company”) entered into an equity distribution agreement (the “Equity Distribution Agreement”) with J.P. Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (each a “Sales Agent” and, collectively, the “Sales Agents”), pursuant to which the Company may offer and sell shares of its common stock, $0.001 par value per share (the “Shares”), from time to time in “at-the-market” offerings, having an aggregate gross sales price of up to $100,000,000 (the “Offering”).
Pursuant to the Equity Distribution Agreement, the Shares may be offered and sold through the Sales Agents in transactions that are deemed to be “at-the-market” offerings as defined in Rule 415 under the Securities Act of 1933, as amended, including sales by means of ordinary brokers’ transactions on the New York Stock Exchange or otherwise at market prices prevailing at the time of sale, at prices related to the prevailing market prices or at negotiated prices, in block transactions, or as otherwise agreed upon by the Company and the Sales Agents. Under the Equity Distribution Agreement, each Sales Agent will be entitled to compensation of up to 2.0% of the gross proceeds from the sale of any Shares sold through it acting as our Sales Agent. The Company has no obligation to sell any of the Shares under the Equity Distribution Agreement and may at any time suspend solicitations and offers under the Equity Distribution Agreement.
Initially, the Company intends to raise $25,000,000 in net proceeds from the issuance and sale of Shares to fund the purchase price for the acquisition of the Kendall West and Bandera East utilities in Bandera and Medina counties in Texas. Thereafter, proceeds from future share issuances and sales, if any, will be used to finance potential future acquisitions, for general corporate purposes, which may include, among other things, financing infrastructure improvements and other capital expenditures, repayment of debt or other corporate obligations, and working capital over the term of the Equity Distribution Agreement as such needs arise.
The Shares will be issued pursuant to the Company’s Registration Statement on Form S-3 (File No. 333-261161). The Company has filed a prospectus supplement, dated November 17, 2021, to the prospectus, dated November 17, 2021, with the Securities and Exchange Commission in connection with the offer and sale of the Shares from time to time in the future.
The foregoing description of the Equity Distribution Agreement is not complete and is qualified in its entirety by reference to the entire Equity Distribution Agreement, a copy of which is attached hereto as Exhibit 1.1, and incorporated herein by reference. A copy of the legality opinion of Morgan, Lewis & Bockius LLP issued in connection with the Offering is attached as Exhibit 5.1 hereto.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
1.1 | Equity Distribution Agreement, dated November 17, 2021, by and among the Company, J.P. Morgan Securities LLC, Janney Montgomery Scott LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC. | |
5.1 | Opinion of Morgan, Lewis & Bockius LLP, dated November 17, 2021, with respect to the legality of the shares. | |
23.1 | Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1) | |
104 | Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document. |
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.
SJW GROUP | ||
Date: November 17, 2021 | /s/ James P. Lynch | |
James P. Lynch, Chief Financial Officer and Treasurer |