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): March 7, 2022
Commission File Number | Exact Name of Registrants as Specified in their Charters, Address and Telephone Number | State of Incorporation | I.R.S. Employer Identification Nos. | Former name or former address, if changed since last report | ||||
1-14201 | SEMPRA ENERGY 488 8th Avenue San Diego, California 92101 (619) 696-2000 | California | 33-0732627 | No change | ||||
1-03779 | SAN DIEGO GAS & ELECTRIC COMPANY 8326 Century Park Court San Diego, California 92123 (619) 696-2000 | California | 95-1184800 | No change |
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants 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 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered | ||
Sempra Energy: | ||||
Sempra Energy Common Stock, without par value | SRE | NYSE | ||
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | NYSE | ||
San Diego Gas & Electric Company: | ||||
None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR240.12b-2).
Emerging growth company | ||
Sempra Energy | ☐ | |
San Diego Gas & Electric 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.
Sempra Energy | ☐ | |
San Diego Gas & Electric Company | ☐ |
Item 8.01 | Other Events. |
On March 7, 2022, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Goldman Sachs & Co. LLC, RBC Capital Markets, LLC, Santander Investment Securities Inc., Scotia Capital (USA) Inc. and U.S. Bancorp Investments, Inc., as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $500,000,000 aggregate principal amount of its 3.000% First Mortgage Bonds, Series XXX, due 2032 (the “Series XXX Bonds”) and $500,000,000 aggregate principal amount of its 3.700% First Mortgage Bonds, Series YYY, due 2052 (the “Series YYY Bonds”) for resale at a public offering price of (i) 99.717% of the aggregate principal amount of the Series XXX Bonds, and (ii) 99.443% of the aggregate principal amount of the Series YYY Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form
S-3
(FileNo. 333-239178).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form8-K
and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.This Current Report on Form
8-K
does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Number | Description of Exhibit | |
1.1 | Underwriting Agreement, dated March 7, 2022, among San Diego Gas & Electric Company and the representatives of the several underwriters named therein. | |
104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Date: March 8 , 2022 | SEMPRA ENERGY | |||||
By: | /s/ Peter R. Wall | |||||
Peter R. Wall | ||||||
Senior Vice President, Controller and Chief Accounting Officer |
Date: March 8 , 2022 | SAN DIEGO GAS & ELECTRIC COMPANY | |||||
By: | /s/ Valerie A. Bille | |||||
Valerie A. Bille | ||||||
Vice President, Chief Accounting Officer, Controller and Treasurer |