SJW Group (NYSE:SJW) entered into an agreement to acquire Connecticut Water Service Inc. (NasdaqGS:CTWS) (‘CWS') from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders for approximately $740 million in a merger of equals transaction on March 14, 2018. Under the terms, CWS shareholders will receive 1.1375 shares of SJW common stock for each share of CWS common stock. All outstanding CWS performance share units (“PSU”) will be cancelled and converted into the right to receive SJW PSUs. All outstanding Connecticut restricted share units (“RSU”) will be converted into SJW RSUs. Following closing of the transaction, SJW shareholders will own approximately 60% of the combined company, and CWS shareholders will approximately 40% on a fully diluted basis. On May 30, 2018, SJW and CWS entered into an amended agreement providing CWS with a 45 day go shop period concluding on July 14, 2018. As of June 18, 2018, the deadline to submit non-binding indicative proposals under go-shop process has expired.

SJW entered into second amended agreement to acquire CWS for approximately $830 million on August 5, 2018. Under the terms of amended agreement, SJW will acquire each share of CWS for $70 per share in cash (“merger consideration”). All outstanding CWS PSUs will be cancelled and converted into the right to receive the merger consideration. SJW will assume all outstanding CWS RSUs and such RSUs will be converted into SJW RSUs. J.P. Morgan is providing committed financing for the transaction in the form of a new $975 million bridge loan facility. SJW will assume CWJ's existing debt and ultimately fund the equity purchase price through a conservative mix of debt and equity, with $450-$550 million of equity. On November 26, 2018, SJW Group announces offering of 6.75 million of its common stock. On November 28, 2018, SJW priced its offering of 6.75 million at $55 per share, for aggregate gross proceeds of approximately $371.3 million. Within two years of the consummation of the transaction, SJW will change its name to a name reflecting the combined company. In case of termination, CWS may be required to pay SJW a fee of $28.1 million while SJW may be required to pay CWS a fee of $42.5 million under certain circumstances.

Upon closing of the transaction, the Board of Directors of the combined company will consist of 12 directors, with 7 directors appointed by SJW and five directors, including the Lead Independent Director, appointed by CWS. Eric W. Thornburg will serve as Chairman, President and Chief Executive Officer of the combined company. David C. Benoit will serve as President, New England Region, overseeing the New England operations, including CWS. In addition, Andrew R. Gere will continue serving as President and Chief Operating Officer of San Jose Water, Thomas Hodge will continue serving as President of SJWTX, Inc. and Richard L. Knowlton will continue serving as President of Maine Water Company. James Lynch will serve as Chief Financial Officer of the combined company. Craig J. Patla will serve as Vice President, Operations for the New England Region. Robert Doffek will serve as Vice President, Controller for the New England Region. Following the close of the transaction, Connecticut Water will continue to be led locally with a New England regional headquarters in Connecticut.

The transaction is subject to customary closing conditions and approvals, including the approval by SJW's shareholders, approval by SJW's stockholders to increase SJW's authorized capital stock to 73 million shares and SJW common shares to 72 million, approval of CWS shareholders, approvals by Connecticut Public Utilities Regulatory Authority and the Maine Public Utilities Commission, approval of the Federal Communications Commission, expiration or termination of the waiting period under the HSR Act, listing on the New York Stock Exchange of SJW consideration shares and the effectiveness of the registration statement. The second amended agreement is not subject to approval from SJW shareholders. . The Boards of both the companies have unanimously approved the transaction. On April 27, 2018, FTC granted early termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. On June 14, 2018, Eversource Energy, which had made a competing bid to acquire CWS on April 19, 2018, filed a proxy statement urging CWS shareholders to vote against the proposed merger with SJW. On October 15, 2018, the Federal Communications Commission (“FCC”) consented to the joint application for transfer of control filed by the Company and SJW on October 4, 2018 and amended on October 12, 2018, and no further clearance from the FCC is required. On November 16, 2018, Connecticut Water shareholders approved the agreement. As of February 21, 2019, after a thorough review conducted by the management and boards of the CWS and SJW, and with the support of their respective Connecticut regulatory counsel, the companies have decided to file new applications with PURA and MPUC. On September 4, 2019, the Public Utilities Regulatory Authority of the State of Connecticut approved the application of SJW Group and Connecticut Water Service as part of the merger. The transaction is expected to close in fourth quarter of 2018. As per the second amended merger agreement, the transaction is now expected to close in the first quarter of 2019. As of October 4, 2019, the Commissioners of the Maine Public Utilities Commission during an open meeting, undertook an oral vote by which they unanimously approved the transaction. The transaction is expected to be accretive to each company's standalone earnings per share in the first fiscal year post-closing, increasing to mid- to high-single digit accretion in earnings per share over the next couple of years.

Skadden acted as legal advisor to SJW. J.P. Morgan served as financial advisor to SJW. Wells Fargo served as financial advisor while Joseph B. Frumkin, Audra D. Cohen, Tia S. Barancik, Lauren S. Boehmke, Arnaud Camu, Joshua D. Macfarlane, Erin Kim, Yilong Luo, Ari B. Blaut, Joyce Y. Kwok, Virginia H. Cueva, Marc Treviño, Rebecca S. Coccaro, Kelly H. Yamashita, David C. Spitzer, Alexander P. Apostolopoulos, and M. John Jo of Sullivan & Cromwell acted as legal advisors to CWS. Caroline Gottschalk and Della Fok of Simpson Thacher represented J.P. Morgan as financial advisor to SJW. Georgeson LLC served as the proxy solicitor for SJW and will receive a fee of $50,000 for the services provided. SJW agreed to pay J.P. Morgan Securities $1.5 million, upon the delivery of a fairness opinion, a fee equal to $2.5 million upon receipt of the upon receipt of approval by the stockholders of SJW of the issuance of shares of SJW common stock in the merger and the SJW certificate of incorporation amendment and a fee equal to $3.5 million upon the consummation of the merger. Also, at its sole discretion, SJW may pay J.P. Morgan Securities a discretionary fee of $2.5 million. CWS has agreed to pay Wells Fargo Securities an aggregate fee of approximately $11.1 million, $2 million of which became payable at the time of delivery of fairness opinion and the remainder of which is contingent and payable upon the consummation of the proposed merger. CWS retained the services of Morrow Sodali LLC to assist in the solicitation of proxies in connection with the transaction for an estimated fee of $220,000. Innisfree M&A Incorporated served as the proxy solicitor for CWS and will receive a fee of up to $0.8 million in connection with the solicitation of proxies for the special meeting. MacKenzie Partners, Inc. acted as the proxy solicitor to Connecticut and will be paid a fee of $125,000. Broadridge Corporate Issuer Solutions, Inc. acted as transfer agent for Connecticut Water Service.

SJW Group (NYSE:SJW) completed the acquisition of Connecticut Water Service Inc. (NasdaqGS:CTWS) (‘CWS') from BlackRock, Inc. (NYSE:BLK), The Vanguard Group, Inc. and other shareholders in a merger of equals transaction on October 9, 2019. In connection with the closing of the transaction, Connecticut Water will operate as a wholly owned subsidiary of SJW Group. Following the transaction, the board of directors of SJW is expanded by three seats and Mary Ann Hanley, Heather Hunt and Carol P. Wallace were appointed as directors of SJW. The parent company of the Connecticut and Maine utility operating subsidiaries will retain the name of Connecticut Water Service, Inc.