SJW Group Files 8-K Material Definitive Agreement

TL;DR

SJW Group signed a big deal, details TBD.

AI Summary

On October 29, 2024, SJW Group entered into a Material Definitive Agreement. The filing does not provide specific details about the agreement or any associated dollar amounts. The report was filed on October 30, 2024.

Why It Matters

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

Risk Assessment

Risk Level: medium — The lack of specific details in the filing regarding the Material Definitive Agreement introduces uncertainty about its terms and potential impact.

Key Players & Entities

• SJW Group (company) — Registrant
• October 29, 2024 (date) — Date of earliest event reported
• October 30, 2024 (date) — Date of report filing
• Delaware (jurisdiction) — State of incorporation
• 110 West Taylor Street, San Jose, CA 95110 (address) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share SJW New York Stock Exchange L
• $200,000,000 — an aggregate gross sales price of up to $200,000,000 (the "Offering"). Pursuant to the Equ

Filing Documents

• sjw-20241029.htm (8-K) — 31KB
• exhibit11equitydistributio.htm (EX-1.1) — 389KB
• exhibit51opinionofsullivan.htm (EX-5.1) — 7KB
• 0000766829-24-000117.txt ( ) — 624KB
• sjw-20241029.xsd (EX-101.SCH) — 2KB
• sjw-20241029_lab.xml (EX-101.LAB) — 22KB
• sjw-20241029_pre.xml (EX-101.PRE) — 13KB
• sjw-20241029_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On October 29, 2024, SJW Group (the "Company") entered into an equity distribution agreement (the "Equity Distribution Agreement") with BofA Securities, Inc., J.P. Morgan Securities 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 $200,000,000 (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. Proceeds from 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 Regi

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits Exhibit Number Description of Document 1.1 Equity Distribution Agreement, dated October 29, 2024, by and among the Company, BofA Securities, Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC. 5.1 Opinion of Sullivan & Cromwell LLP, dated October 29, 2024 . 23.1 Consent of Sullivan & Cromwell LLP (included in Exhibit 5.1) . 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within 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 thereunto duly authorized. SJW GROUP Date: October 30, 2024 /s/ Andrew F. Walters Andrew F. Walters Chief Financial Officer, Treasurer and Interim Principal Accounting Officer

View Full Filing

View this 8-K filing on SEC EDGAR