Long-Term Debt

12 Months Ended

Dec. 31, 2023

Long-term debt as of December 31 was as follows:


Description	Rate	Maturity	2023		2022

SJW Group Senior notes (a)	2.47% - 3.53%	2029 - 2039	560,000		560,000
SJWC:
Senior notes (a)	3.00% - 7.37%	2024 - 2053	470,000		400,000
California Pollution Control Financing Authority Revenue Bond	4.75%	2046	70,000		70,000
Total SJWC			540,000		470,000
CTWS bank term loans	4.09%, 4.15%	2027, 2037	16,457		18,444
CWC:
Connecticut Innovations Revenue Bonds, variable rate		2028 - 2029	22,050		22,050
Senior notes (a)	3.07% - 4.71%	2037 - 2052	195,000		195,000
Bank term loans	4.04% - 4.75%	2028 - 2036	96,295		96,295
Total CWC			313,345		313,345
TWC:
Senior note (a)	6.27%	2036	15,000		15,000
Bank term loans	4.01% - 5.54%	2041, 2052	45,000		45,000
Total TWC			60,000		60,000
TWR seller financing debt	5.61%	2053	29,000		—
MWC:
State revolving fund loans	0.00% - 2.23%	2023 - 2048	14,239		15,699
Other First Mortgage Bond	8.95%	2024	900		1,800
Bank term loans	3.89% - 5.51%	2024 - 2043	49,500		49,500
Total MWC			64,639		66,999
Total debt			1,583,441		1,488,788
Unamortized debt premium and discount, net			1,583		17,396

Unamortized debt issuance costs			(9,350)		(9,859)
Current portion			(48,975)		(4,360)
Total long-term debt, less current portion			$	1,526,699	1,491,965

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(a)Senior notes held by institutional investors are unsecured obligations of SJW Group, SJWC, CWC, TWC and MWC and require interest-only payments until maturity. To minimize issuance costs, the companies’ debt has primarily been placed privately.

The following is a table of the consolidated company’s schedule of principal payments:


Year
2024			48,975
2025			3,648
2026			23,740
2027			2,995
2028			44,486
Thereafter			1,459,597

The estimated fair value of long-term debt as of December 31, 2023 and 2022 was $1,394,412 and $1,294,354, respectively, and was determined using a discounted cash flow analysis, based on the current rates for similar financial instruments of the same duration and creditworthiness of the company. Of the total fair value of long-term debt, $1,378,683 would be categorized as Level 2 in the fair value hierarchy and $15,729 would be categorized as Level 3 in the fair value hierarchy.

SJWC

On July 14, 2022, SJWC entered into a note purchase agreement with certain affiliates of New York Life Insurance, Metropolitan Life Insurance, Northwestern Mutual Life Insurance, and John Hancock Life Insurance (collectively the “Purchasers”), pursuant to which the company sold an aggregate principal amount of $70,000 of its 4.85% Senior Notes, Series P (“Series P Notes”) to the Purchasers. The Series P Notes are unsecured obligations of SJWC and are due on February 1, 2053. Interest is payable semi-annually in arrears on February 1st and August 1st of each year. The note purchase agreement contains customary affirmative and negative covenants for as long as the Series P Notes are outstanding. The Series P Notes are also subject to customary events of default. The closing of the note purchase agreement occurred on January 25, 2023.

CWC

On June 28, 2022, CWC entered into a note purchase agreement with certain affiliates of New York Life Insurance Company, pursuant to which CWC sold an aggregate principal amount of $25,000 of its 4.71% Senior Notes, Series 2022, due 2052. The closing of the note purchase agreement occurred on December 14, 2022. The Series 2022 Notes are unsecured obligations of CWC. Interest is payable semi-annually in arrears on June 15th and December 15th of each year.

On November 15, 2023, CWC entered into a note purchase agreement with certain affiliates of American United Life Insurance, The State Life Insurance, Mutual of Omaha Insurance, and United of Omaha Life Insurance, pursuant to which the company sold an aggregate principal amount of $25,000 of its 6.46% Senior Notes, Series 2023 (“Series 2023 Notes”). The Series 2023 Notes are unsecured obligations of CWC and are due on January 1, 2054. Interest is payable semi-annually in arrears on January 15th and July 15th of each year. The closing of the notes purchase agreement occurred on January 22, 2024.

TWC

On October 31, 2022, TWC entered into a credit with a commercial bank, pursuant to an existing master loan agreement under which the commercial bank issued TWC a promissory note on the same date with an aggregate principal amount of $15,000 at a fixed interest rate of 5.54% due on May 30, 2052. The notes are unsecured obligations of TWC. Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year.

TWR

In August 2023, TWR closed on an asset acquisition that included an obligation for a post-closing production payment of $29,000 to the seller over a period of up to 29 years. The repayment schedule is based on the quantity of groundwater produced from the acquired wells, subject to certain provisions in the purchase agreement. The difference between the gross obligation of $29,000 and the fair value at the date of acquisition is reflected as a debt discount and is being amortized as interest expense using the effective interest method over the life of the obligation.

MWC

On April 6, 2022, MWC entered into a credit agreement with a commercial bank, pursuant to an existing master loan agreement under which the commercial bank issued MWC a promissory note on the same date with an aggregate principal amount of $15,000 at a fixed interest rate of 4.54%, due May 31, 2042. The notes are unsecured obligations of MWC. Interest is payable quarterly in arrears on the 20th day of January, April, July and October of each year. Proceeds from the borrowing were received on May 13, 2022.

Financial Covenants

The debt and credit agreements of SJW Group and its subsidiaries contain various financial and other covenants. Non-compliance with these covenants could result in accelerated due dates and termination of the agreements. In addition, the credit agreements contain customary representations and warranties and subject to customary events of default, which may result in outstanding notes becoming immediately due and payable. As of December 31, 2023, SJW Group and its subsidiaries were in compliance with all covenants related to its long-term debt agreements.