On November 18, 2024, Sempra (the “Company”) closed its public offering and sale of $400,000,000 aggregate principal amount of its 6.625% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (the “Non-Call 5 2055 notes”) and $600,000,000 aggregate principal amount of its 6.550% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2055 (the “Non-Call 10 2055 notes” and, together with the Non-Call 5 2055 notes, the “notes”). Proceeds to the Company (after deducting underwriting discounts but before deducting offering expenses payable by the Company estimated at approximately $1.7 million) from the sale of the notes were approximately $990.0 million. The sale of the notes was registered 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 (Registration No. 333-272237).
The purchase and sale of the notes was made pursuant to an underwriting agreement dated November 18, 2024, with BofA Securities, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and PNC Capital Markets LLC, as the representatives of the several underwriters named on Schedule I thereto, pursuant to which the notes were issued and sold to such underwriters, severally and not jointly, for resale at a public offering price of 100.000% of the aggregate principal amount of the applicable series of notes. A copy of the underwriting agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Interest on the Non-Call 5 2055 notes accrues from and including November 21, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and at maturity on April 1, 2055. The Non-Call 5 2055 notes bear interest (i) from and including November 21, 2024 to, but excluding, April 1, 2030 (the “Non-Call 5 2055 notes First Reset Date”) at the rate of 6.625% per annum and (ii) from and including the Non-Call 5 2055 notes First Reset Date, during each Reset Period at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.354%, to be reset on each Reset Date.
Interest on the Non-Call 10 2055 notes accrues from and including November 21, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025, and at maturity on April 1, 2055. The Non-Call 10 2055 notes bear interest (i) from and including November 21, 2024 to, but excluding, April 1, 2035 (the “Non-Call 10 2055 notes First Reset Date” and, together with the Non-Call 5 2055 notes First Reset Date, each a “First Reset Date”) at the rate of 6.550% per annum and (ii) from and including the Non-Call 10 2055 notes First Reset Date, during each Reset Period at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.138%, to be reset on each Reset Date.
So long as no event of default (as defined in the indenture referenced below) with respect to the notes of any series has occurred and is continuing, the Company may, at its option, defer interest payments on either or both series of notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods each, except that no such optional deferral period may extend beyond the final maturity date of the applicable series of notes or end on a day other than the day immediately preceding an interest payment date.
The Company may redeem some or all of the notes of each series, at its option, in whole or in part (i) on any day in the period commencing on the date falling 90 days prior to the First Reset Date for the applicable series of notes and ending on and including such First Reset Date and (ii) after such First Reset Date, on any interest payment date, at a redemption price in cash equal to 100% of the principal amount of the applicable series of notes being redeemed, plus, subject to the terms and conditions of the applicable series of notes, accrued and unpaid interest on the applicable series of notes to be redeemed to, but excluding, the redemption date. At the Company’s option, the Company may also redeem all or any series of the notes upon the occurrence of certain specified events at the redemption prices provided therein, plus accrued and unpaid interest on the applicable series of notes to, but excluding, the redemption date.
The foregoing description of some of the terms of the notes is not complete and is qualified in its entirety by the Officers’ Certificate attached hereto as Exhibit 4.1 (the “Officers’ Certificate”), the form of note included therein and the indenture (as defined below). The notes were issued pursuant to an indenture (the “indenture”), dated as of June 26, 2019, between the Company and U.S. Bank Trust Company, National Association, as successor in interest to U.S. Bank National Association, as trustee, which is incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on June 26, 2019. The Officers’ Certificate (including the form of note) is incorporated herein by reference. Capitalized terms used, but not defined, in this Current Report on Form 8-K have the meanings set forth in Annex II of the Officers’ Certificate attached hereto as Exhibit 4.1.
