SJW Group
110 West Taylor Street
San Jose, California 95110
August 6, 2018
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: SJW Group
Re:
SJW Group
Request for withdrawal of Registration Statement on FormS-4
Filed April 25, 2018
FileNo. 333-224440
Ladies and Gentlemen:
On behalf of SJW Group, a Delaware corporation (the “Company”), we hereby request, pursuant to Rule 477(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), that the Registration Statementon Form S-4, together with all exhibits and amendments thereto (FileNo. 333-224440), as originally filed by the Company with the Securities and Exchange Commission (the “Commission”) on April 25, 2018 (the “Registration Statement”), be withdrawn effective immediately. The Registration Statement was filed to register securities to be issued pursuant to an Agreement and Plan of Merger, dated as of March 14, 2018, by and among the Company, Hydro Sub, Inc., a Connecticut corporation and a direct wholly owned subsidiary of the Company, and Connecticut Water Service, Inc., a Connecticut corporation (“CTWS”), as amended and restated on May 30, 2018 (the “Merger Agreement”).
The Merger Agreement was amended and restated in its entirety on August 5, 2018 to revise the combination from astock-for-stock transaction to anall-cash acquisition of all outstanding common shares of CTWS by the Company for $70.00 per CTWS common share. The Registration Statement has not been declared effective and none of the Company’s securities has been sold or exchanged pursuant to the Registration Statement.
Accordingly, we request that the Commission issue an order granting the withdrawal of the Registration Statement (the “Order”) effective as of the date hereof or at the earliest practicable date hereafter. The Company further requests in accordance with Rule 457(p) promulgated under the Securities Act that all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the Registration Statement to Leif B. King of Skadden, Arps, Slate, Meagher & Flom LLP, the Company’s counsel, via email at leif.king@skadden.com or via facsimile at (650)470-4570.
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Sincerely, | ||
SJW GROUP | ||
By: | /s/ Eric W. Thornburg | |
Name: | Eric W. Thornburg | |
Title: | Chairman, President and CEO |
cc: | Leif B. King |
Skadden, Arps, Slate, Meagher & Flom LLP
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