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): November 7, 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 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 | New York Stock Exchange | ||
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value | SREA | New York Stock Exchange |
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 CFR240.12b-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 November 7, 2022, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra Energy, entered into an underwriting agreement (the “Underwriting Agreement”) with BBVA Securities Inc., Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., MUFG Securities Americas Inc. and SMBC Nikko Securities America, 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, $600,000,000 aggregate principal amount of its 6.350% Green First Mortgage Bonds, Series YY, due 2052 (the “Bonds”) for resale at a public offering price of 99.627% of the aggregate principal amount of the 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. 333-237770).
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 November 7, 2022, among Southern California Gas 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.
| SEMPRA ENERGY | ||||||
| Date: November 8, 2022 | By: /s/ Peter R. Wall | |||||
| Peter R. Wall | ||||||
| Senior Vice President, Controller and Chief Accounting Officer | ||||||
| SOUTHERN CALIFORNIA GAS COMPANY | ||||||
| Date: November 8, 2022 | By: /s/ Mia L. DeMontigny | |||||
| Mia L. DeMontigny | ||||||
| Senior Vice President, Chief Financial Officer and Chief Accounting Officer | ||||||