Southern California Gas Company PFD SER A 6% (SOCGP) 8-K Other Events

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 14, 2022

Commission File Number	Exact Name of Registrants as Specified in their Charters, State of Incorporation, Address and Telephone Number	I.R.S. Employer Identification Number
1-14201	SEMPRA ENERGY (A California Corporation) 488 8th Avenue San Diego, California 92101 (619) 696-2000	33-0732627
1-01402	SOUTHERN CALIFORNIA GAS COMPANY (A California Corporation) 555 West Fifth Street Los Angeles, California 90013 (213) 244-1200	95-1240705

(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 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	NYSE
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value	SREA	NYSE

Southern California Gas 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	☐
Southern California Gas 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	☐
Southern California Gas Company	☐

Item 8.01 Other Events.

On March 14, 2022, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $700,000,000 aggregate principal amount of its 2.950% Notes due 2027 (the “Notes”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $1,200,000) of 98.925% of the aggregate principal amount of the Notes. The sale of the Notes was registered under the Company’s Registration Statement on Form

S-3

(File

No. 333-237770).

The Notes were issued pursuant to a Senior Indenture dated as of September 21, 2020 (the “Senior Indenture”), which was filed as Exhibit 4.1 to the Company’s Current Report on Form

8-K

filed with the U.S. Securities and Exchange Commission on September 21, 2020, and an Officers’ Certificate of the Company dated as of March 14, 2022, which is filed herewith as Exhibit 4.1 and includes the form of Note. The Notes will bear interest at the rate of 2.950% per year and mature on April 15, 2027. Interest on the Notes will accrue from March 14, 2022 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2022. The Notes will be redeemable prior to maturity at the redemption prices described in the form of Note, which is included in Exhibit 4.1 hereto.

The foregoing description of some of the terms of the Notes is not complete and is qualified in its entirety by the form of Note and the Officer’s Certificate of the Company, filed as an exhibit herewith, and the Senior Indenture referred to above. Further information regarding the sale of the Notes is contained in the Underwriting Agreement, dated March 8, 2022, 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 9, 2022.

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number	Description of Exhibit
4.1	Officers’ Certificate of Southern California Gas Company, including the form of its 2.950% Note due 2027.
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.

	SEMPRA ENERGY
Date: March 14, 2022	By:	/s/ Peter R. Wall
		Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer

	SOUTHERN CALIFORNIA GAS COMPANY
Date: March 14, 2022	By:	/s/ Mia L. DeMontigny
		Mia L. DeMontigny Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer