Current Report Filing (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): March 10, 2023

 

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 8330 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 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))

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		New York Stock Exchange
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value		SREA		New York Stock Exchange
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 CFR

240.12b-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 10, 2023, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $800,000,000 aggregate principal amount of its 5.350% First Mortgage Bonds, Series ZZZ, due 2053 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $1,700,000) of 98.073% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on Form

S-3

(File

No. 333-239178).

The Bonds were issued pursuant to the Seventy-Fourth Supplemental Indenture, dated as of March 10, 2023, which is filed herewith as Exhibit 4.1. The Bonds will mature on April 1, 2053. The Bonds will bear interest at the rate of 5.350% per annum. Interest on the Bonds will accrue from March 10, 2023 and is payable semiannually in arrears on April 1 and October 1 of each year, beginning on October 1, 2023. The Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Bond, which form is included in Exhibit 4.1 hereto.

The foregoing description of some of the terms of the Bonds is not complete and is qualified in its entirety by the form of Bond and the Seventy-Fourth Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the Underwriting Agreement, dated March 6, 2023, which was filed as Exhibit 1.1 to the Company’s Current Report on Form

8-K

filed with the U.S. Securities and Exchange Commission on March 7, 2023.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number		Description of Exhibit
4.1		Seventy-Fourth Supplemental Indenture, dated as of March 10, 2023.
4.2		Form of Series ZZZ Bond (Included in Exhibit 4.1 hereto).
5.1		Opinion of Latham & Watkins LLP.
23.1		Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
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 10, 2023				SEMPRA ENERGY
				By:		/s/ Peter R. Wall
						Peter R. Wall
						Senior Vice President, Controller and Chief Accounting Officer

 

Date: March 10, 2023				SAN DIEGO GAS & ELECTRIC COMPANY
				By:		/s/ Valerie A. Bille
						Valerie A. Bille
						Vice President, Controller, Chief Accounting Officer and Treasurer