Item 8.01 Other Events.
On May 31, 2024, Sempra (the “Company”) closed its public offering and sale of $500,000,000 aggregate principal amount of its 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the “reopening notes”). The reopening notes constitute a further issuance of, form a single series with, and have the same terms (except for the date of original issuance and the initial offering price) as, the Company’s $600,000,000 aggregate principal amount 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 issued on March 14, 2024 (the “existing notes” and, together with the reopening notes, the “notes”). Proceeds to the Company (after deducting underwriting discounts but before deducting offering expenses payable by the Company estimated at approximately $1.3 million, and excluding $7,352,430.56 payable to the Company in respect of interest accrued on the reopening notes for the period from and including March 14, 2024 to, but excluding, the date hereof) from the sale of the reopening notes were approximately $490.2 million. The sale of the reopening 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 reopening notes was made pursuant to an underwriting agreement dated May 28, 2024, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the representatives of the several underwriters named on Schedule I thereto, pursuant to which the reopening notes were issued and sold to such underwriters, severally and not jointly, for resale at a public offering price of 99.044% of the aggregate principal amount of the reopening notes, plus accrued interest from and including March 14, 2024 to, but excluding, the date hereof, totaling approximately $7,352,430.56. 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 notes accrues from and including March 14, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024, and at maturity on October 1, 2054. The notes bear interest (i) from and including March 14, 2024 to, but excluding, October 1, 2029 at the rate of 6.875% per annum and (ii) from and including October 1, 2029, 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 2.789%, to be reset on each Reset Date. So long as no event of default (as defined) with respect to the notes has occurred and is continuing, the Company may, at its option, defer interest payments on the 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 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, at its option, in whole or in part (i) on any day in the period commencing on the date falling 90 days prior to October 1, 2029 and ending on and including October 1, 2029 and (ii) after October 1, 2029, on any interest payment date, at a redemption price in cash equal to 100% of the principal amount of the notes being redeemed, plus, subject to the terms and conditions of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date. At the Company’s option, the Company may also redeem all of the notes upon the occurrence of certain specified events at the redemption prices provided therein, plus accrued and unpaid interest on the notes to, but excluding, the redemption date.
The foregoing description of some of the terms of the reopening notes is not complete and is qualified in its entirety by (i) the Officers’ Certificate (the “Reopening Officers’ Certificate”), dated as of May 31, 2024, attached hereto as Exhibit 4.1 and the form of note included therein and (ii) the indenture (as defined below). The reopening 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 Reopening 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 Reopening Officers’ Certificate attached hereto as Exhibit 4.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
