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 March 1, 2023, SJW Group (the “Company”) entered into an Amendment No. 1 (the “Amendment No. 1”) to the equity distribution agreement, dated November 17, 2021 (the “Agreement”), between the Company and 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 increased the aggregate gross sales price of shares of the Company’s common stock, $0.001 par value per share (the “Shares”), that may be sold under the Agreement from $100,000,000 to $240,000,000 (the “Upsized Offering”).
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 March 1, 2023, 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 above disclosure is a summary and qualified in its entirety by the Amendment No. 1, a copy of which will be filed as an exhibit to the Company’s Quarterly Report for the period ending March 31, 2023. A copy of the legality opinion of Morgan, Lewis & Bockius LLP issued in connection with the Upsized Offering is attached as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit Index
| Exhibit No. |
Description | |
| 5.1 | Opinion of Morgan, Lewis & Bockius LLP, dated March 1, 2023, 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 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: March 1, 2023 | /s/ Andrew F. Walters | |||||
| Andrew F. Walters, Chief Financial Officer | ||||||