8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) November 16, 2017

SJW Group

(Exact name of registrant as specified in its charter)

Delaware	001-8966		77-0066628
(State or other jurisdiction of incorporation)	(Commission File Number)		(IRS Employer Identification No.)
110 W. Taylor Street, San Jose, California		95110
(Address of principal executive offices)		(Zip Code)

(408) 279-7800

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter):

Emerging growth company [ ]    

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act [ ]    

Item 8.01    Other Events.

As previously disclosed, on February 22, 2016, SJW Group entered into a Purchase and Sale Agreement (the “Agreement”) with Guadalupe-Blanco River Authority (“GBRA”), pursuant to which SJW Group agreed to sell all of its equity interest in its wholly-owned subsidiary, Texas Water Alliance Limited, to GBRA for $31,000,000 (the “Transaction”). On November 16, 2017, the Transaction closed. As provided in the Agreement, GBRA held back $3,000,000 ("Holdback Amount") from the payment of the purchase price at the closing, which amount will be paid to SJW Group on June 30, 2021, subject to reduction under certain conditions. The Transaction resulted in an estimated pre-tax gain on sale of $12,500,000, excluding the Holdback Amount, and net cash proceeds to SJW Group, net of the Holdback Amount, of approximately $23,500,000, including the deposit released to SJW Group in June 2017.

On November 16, 2017, in connection with the closing of the Transaction, the Board of Directors declared a special dividend in the amount of $0.17 per share, payable on December 11, 2017, to shareholders of record at the close of business on November 29, 2017.  Such dividend brings the total 2017 dividend to $1.04 per share.

The Company issued a press release on November 16, 2017, announcing the closing of the Transaction and the special dividend described above, and a copy of the press release is attached as Exhibit 99.1 hereto.

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit

NumberDescription of Document

99.1                 Press Release dated November 16, 2017.

SIGNATURES

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: November 16, 2017	/s/ James P. Lynch
	James P. Lynch, Chief Financial Officer and Treasurer

EX-99.1

Exhibit 99.1

SJW GROUP ANNOUNCES

CLOSING OF THE SALE OF TEXAS WATER ALLIANCE LIMITED

AND SPECIAL DIVIDEND

SAN JOSE, Calif.--(BUSINESS WIRE)-- SJW Group (NYSE: SJW) today announced the closing of the sale of its wholly-owned subsidiary, Texas Water Alliance Limited (“TWA”), to Guadalupe-Blanco River Authority (“GBRA”). As previously disclosed, on February 22, 2016, SJW Group entered into a Purchase and Sale Agreement with GBRA, pursuant to which SJW Group agreed to sell TWA to GBRA for $31,000,000. As provided in the Purchase and Sale Agreement, GBRA held back $3,000,000 (“Holdback Amount”) from the payment of the purchase price at the closing, which amount will be paid to SJW Group on June 30, 2021, subject to reduction under certain conditions. The transaction resulted in an estimated pre-tax gain on sale of $12,500,000, excluding the Holdback Amount, and net cash proceeds to SJW Group, net of the Holdback Amount, of approximately $23,500,000, including the deposit released to SJW Group in June 2017.

SJW Group announced that, in connection with the sale of TWA, the Board of Directors declared a special dividend in the amount of $0.17 per share, payable on December 11, 2017, to shareholders of record at the close of business on November 29, 2017.  Such dividend brings the total 2017 dividend to $1.04 per share.

“We are very pleased with our partnership with the GBRA.  I am confident that this source of water supply will benefit our Texas utility as well as many other utilities located in and around the high growth I-35 corridor of Central Texas,” said Eric W. Thornburg, President and Chief Executive Officer.

About SJW Group

SJW Group is a publicly traded holding company headquartered in San Jose, California. SJW Group is the parent company of San Jose Water Company, SJWTX, Inc., and SJW Land Company. Together, San Jose Water Company and SJWTX, Inc. provide water service to more than one million people in San Jose, California and nearby communities and in Canyon Lake, Texas and nearby communities. SJW Land Company owns and operates commercial real estate investments.

This press release may contain certain forward-looking statements including, but not limited to, statements relating to SJW Group's plans, strategies, objectives, expectations and intentions, which are made pursuant to the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of SJW Group, including the receipt of any portion of the Holdback Amount, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Results for a quarter are not indicative of results for a full year due to seasonality and other factors. Other factors that may cause actual results, performance or achievements to materially differ are described in SJW Group's most recent reports on Form 10-K, Form 10-Q and Form 8-K filed with the Securities and Exchange Commission. SJW Group undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

SJW Group

Suzy Papazian, 408-279-7961

General Counsel and Corporate Secretary