Exhibit 1.2
Pricing Agreement
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Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
c/o Goldman, Sachs & Co.
85 Broad Street,
New York, New York 10004
February 17, 2000
Ladies and Gentlemen:
Sempra Energy, a California corporation (the "Company"), proposes, subject
to the terms and conditions stated herein and in the Underwriting Agreement,
dated February 17, 2000 (the "Underwriting Agreement") between the Company on
the one hand and Goldman, Sachs & Co. and Credit Suisse First Boston
Corporation, Morgan Stanley & Co. Incorporated and Salomon Smith Barney Inc. on
the other hand, to issue and sell to the Underwriters named in Schedule I hereto
(the "Underwriters") the Securities specified in Schedule II hereto (the
"Designated Securities"). Each of the provisions of the Underwriting Agreement
is incorporated herein by reference in its entirety, and shall be deemed to be a
part of this Agreement to the same extent as if such provisions had been set
forth in full herein; and each of the representations and warranties set forth
therein shall be deemed to have been made at and as of the date of this Pricing
Agreement, except that each representation and warranty which refers to the
Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a
representation and warranty as of the date of the Underwriting Agreement in
relation to the Prospectus (as therein defined), and also a representation and
warranty as of the date of this Pricing Agreement in relation to the Prospectus
as amended or supplemented relating to the Designated Securities which are the
subject of this Pricing Agreement. Each reference to the Representatives herein
and in the provisions of the Underwriting Agreement so incorporated by reference
shall be deemed to refer to you. Unless otherwise defined herein, terms defined
in the Underwriting Agreement are used herein as therein defined. The
Representatives designated to act on behalf of the Representatives and on behalf
of each of the Underwriters of the Designated Securities pursuant to Section 12
of the Underwriting Agreement and the address of the Representatives referred to
in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the
Prospectus, as the case may be, relating to the Designated Securities, in the
form heretofore delivered to you is now proposed to be filed with the
Commission.
Subject to the terms and conditions set forth herein and in the
Underwriting Agreement incorporated herein by reference, the Company agrees to
issue and sell to each of the Underwriters, and each of the Underwriters agrees,
severally and not jointly, to purchase from
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the Company, at the time and place and at the purchase price to the Underwriters
set forth in Schedule II hereto, the principal amount of Designated Securities
set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and
return to us one for the Company and for each of the Representatives plus one
for each counsel counterparts hereof, and upon acceptance hereof by you, on
behalf of each of the Underwriters, this letter and such acceptance hereof,
including the provisions of the Underwriting Agreement incorporated herein by
reference, shall constitute a binding agreement between each of the
Underwriters, on the one hand, and the Company, on the other hand. It is
understood that your acceptance of this letter on behalf of each of the
Underwriters is or will be pursuant to the authority set forth in a form of
Agreement among Underwriters, the form of which shall be submitted to the
Company for examination upon request, but without warranty on the part of the
Representatives as to the authority of the signers thereof.
Very truly yours,
Sempra Energy
By: /s/ Charles A. McMonagle
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Name: Charles A. McMonagle
Title: Vice President and Treasurer
Accepted as of the date hereof:
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
By: /s/ Goldman, Sachs & Co.
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(Goldman, Sachs & Co.)
On behalf of each of the Underwriters
SCHEDULE I
Principal Amount of
Designated Securities to be
Underwriter Purchased
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Goldman, Sachs & Co....................................... $300,005,000
Credit Suisse First Boston Corporation.................... 66,665,000
Morgan Stanley & Co. Incorporated......................... 66,665,000
Salomon Smith Barney Inc.................................. 66,665,000
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Total........................................... $500,000,000
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SCHEDULE II
Title of Designated Securities:
7.95% Notes due 2010
Aggregate principal amount:
$500,000,000
Price to Public:
99.738% of the principal amount of the Designated Securities, plus accrued
interest, if any, from February 23, 2000
Purchase Price by Underwriters:
99.088% of the principal amount of the Designated Securities
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited
with The Depository Trust Company ("DTC") or its designated custodian, to
be made available for checking by the Representatives at least twenty-four
hours prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time), February 23, 2000
Indenture:
Indenture dated February 23, 2000, between the Company and U.S. Bank Trust
National Association, as Trustee
Maturity:
March 1, 2010
Interest Rate:
7.95% per annum, accruing from February 23, 2000
Interest Payment Dates:
March 1 and September 1, commencing September 1, 2000
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part at the
option of the Company on the terms and subject to the conditions set forth
in the final prospectus supplement dated February 17, 2000 relating to the
Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Extendable provisions:
Not applicable
Floating rate provisions:
Not applicable
Defeasance provisions:
The Designated Securities shall be subject to defeasance and covenant
defeasance on the terms and subject to the conditions set forth in the
final prospectus supplement dated February 17, 2000 relating to the
Designated Securities and in the Indenture.
Closing location for delivery of Designated Securities:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, CA 90071
Additional Closing Conditions:
Names and addresses of Representatives:
Designated Representatives:
Goldman, Sachs & Co.
Credit Suisse First Boston Corporation
Morgan Stanley & Co. Incorporated
Salomon Smith Barney Inc.
Address for Notices, etc.:
c/o Goldman, Sachs & Co.
85 Broad Street
New York, New York 10004