On March 8, 2021, SJW Group (“we”, “us”, “our” or the “Company”) entered into an underwriting agreement with J.P. Morgan Securities LLC, as the representative of the several underwriters named therein (the “Underwriters”), which provides for the issuance and sale by the Company to the Underwriters of 1,030,000 shares of our common stock, par value $0.001 per share, in an underwritten public offering (the “Offering”). The shares in the Offering were sold at a public offering price of $59.00 per share. We have also granted the Underwriters an option to purchase up to 154,500 additional shares of our common stock.
We estimate that net proceeds we will receive from the Offering will be approximately $58.2 million, after deducting the Underwriters’ discounts and commissions and estimated offering expenses payable by us, and assuming no exercise of option to purchase additional shares. The Offering is expected to close on or about March 11, 2021, subject to customary closing conditions.
The Offering was made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-228548) and the prospectus dated November 26, 2018 included in such registration statement, as supplemented by a preliminary prospectus supplement dated March 8, 2021 and a final prospectus supplement dated March 8, 2021.
The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto and is incorporated herein by reference. A copy of the opinion relating to the legality of the issuance and sale of the Shares is attached as Exhibit 5.1 hereto.
On March 8, 2021, the Company issued a press release announcing the pricing of the Offering. A copy of this press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
