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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant 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 Common Stock, without par value

SRE

NYSE

Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference

SREPRA

NYSE

Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference

SREPRB

NYSE

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

SREA

NYSE

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 ☐

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. ☐

In connection with the sale of Sempra Energy’s indirect ownership of 83.6% of Luz del Sur S.A.A. (“Luz del Sur”) and its indirect ownership interest in Tecsur S.A., on September 27, 2019, Sempra Energy International Holdings N.V. (“International Holdings”), an indirect wholly owned subsidiary of Sempra Energy, entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with China Yangtze Power International (Hongkong) Co., Limited (“Buyer”). Pursuant to the Purchase Agreement, International Holdings agreed to sell to Buyer approximately 50% of the outstanding interests of Peruvian Opportunity Company S.A.C. (“Peruvian OpCo”) and all of the outstanding membership interests of Sempra Americas Bermuda Ltd. (“Peruvian Holdings,” and together with Peruvian OpCo, the “Companies”), which owns the remaining outstanding interests of Peruvian OpCo (such sale, the “Transaction”).

Peruvian OpCo, directly and indirectly, owns 83.6% of Luz del Sur, an electric distribution utility that serves a population of approximately 4.9 million in the southern zone of metropolitan Lima, Peru, with a service area covering approximately 1,400 square miles. Inland Energy S.A.C., a subsidiary of Luz del Sur, owns and operates Santa Teresa, a 100-MW hydroelectric power plant located in the Cusco region of Peru. Peruvian OpCo also holds direct and indirect interests in Tecsur S.A., an energy-services company that provides electric construction and infrastructure services to Luz del Sur as well as third parties. The remaining shares of Luz del Sur are traded on the Lima Stock Exchange (Bolsa de Valores de Lima) under the symbol LUSURC1.

Subject to the terms and conditions of the Purchase Agreement, Buyer has agreed to acquire the interests in the Companies for an aggregate base purchase price of $3.59 billion, subject to customary adjustments for working capital and net indebtedness of the Companies at the closing of the Transaction (the “Closing”).

The Purchase Agreement contains customary representations and warranties of each of International Holdings and Buyer. The representations and warranties of each party set forth in the Purchase Agreement have been made for the benefit of the other party to the Purchase Agreement, and such representations and warranties should not be relied on by any other person. In addition, such representations and warranties (a) have been qualified by disclosure schedules that the parties have delivered in connection with the execution of the Purchase Agreement, (b) are subject to the materiality standards set forth in the Purchase Agreement, which may differ from what may be viewed as material by investors, (c) in certain cases, were made as of a specific date, and (d) may have been used for purposes of allocating risk between the respective parties rather than establishing matters of fact. Accordingly, no person should rely on the representations and warranties as characterizations of the actual state of facts.

The Transaction is subject to various conditions to Closing, including: (a) approvals of the Peruvian anti-trust authority (Instituto Nacional de Defensa de la Competencia y de la Protección de la Propiedad Intelectual) and the Bermuda Monetary Authority, (b) the accuracy of the representations and warranties of each party at the time of Closing, subject to customary materiality qualifiers, (c) compliance in all material respects by each party with its covenants, (d) the absence of any order prohibiting the Closing in specified jurisdictions, (e) delivery of valid and effective “Certificates of Invested Capital” from the Superintendencia Nacional de Aduanas y de Administración Tributaria, and (f) the approval of the shareholders of the parent company of Buyer of the consummation of the Transaction. We expect the Transaction to be consummated in the first quarter of 2020.

Both International Holdings and Buyer have agreed, subject to certain limitations, to indemnify the other party for losses arising from certain breaches of representations, warranties, and covenants made in the Purchase Agreement and, in the case of International Holdings, for certain pre-Closing tax liabilities incurred by the Companies and their subsidiaries.

The foregoing description of the Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Purchase Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Concurrently with the execution of the Purchase Agreement, International Holdings has entered into a letter of undertaking (the “Letter of Undertaking”) with China Three Gorges Corporation (“CTG Parent”) and China Three Gorges Construction Management Co., Ltd. (“CTGCM” and, collectively with CTG Parent, “CTG”). CTG holds approximately 61.9% of the outstanding shares of the parent company of Buyer. Pursuant to the Letter of Undertaking (i) CTG has irrevocably committed to vote in favor of the approval of the consummation of the Transaction at the shareholders meeting of the parent company of Buyer convened for such purpose, and (ii) CTG Parent has agreed to ensure that its wholly owned subsidiary, China Three Gorges International Corporation, deliver to International Holdings a guarantee of the obligations of Buyer under the Purchase Agreement for up to approximately 61.9% of the purchase price or, if such guarantee cannot be obtained with 45 days of the execution of the Purchase Agreement, a letter of credit in the amount of the purchase price under the Purchase Agreement. The foregoing description of the Letter of Undertaking and the transactions contemplated thereby does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Letter of Undertaking, which is filed as Exhibit 2.2 hereto and is incorporated herein by reference.

We make statements in this report that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions with respect to the future, involve risks and uncertainties, and are not guarantees of performance. These forward-looking statements represent our estimates and assumptions only as of the filing date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or other factors.

In this report, when we make statements relating to the satisfaction or waiver of the conditions necessary to complete the Transaction, as well as the anticipated timing of the Closing and benefits of the Transaction, we are making forward-looking statements. Factors, among others, that could cause our actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to: the possibility that the closing conditions to the Transaction may not be satisfied or waived in a timely manner or at all, including that a governmental entity may prohibit, delay or refuse to grant a necessary regulatory approval, that we may be subject to indemnification obligations and that we may be unable to fully realize the anticipated benefits from the Transaction.

We caution you not to rely unduly on any forward-looking statements. You should review and consider carefully the risks, uncertainties and other factors that affect our business as described herein and in our most recent Annual Report on Form 10-K and other reports that we file with the U.S. Securities and Exchange Commission.



488 8th Avenue, San Diego, California						92101
(Address of principal executive offices)						(Zip Code)


			SEMPRA ENERGY,
			(Registrant)

Date: September 30, 2019			By: /s/ Peter R. Wall
			Peter R. Wall Vice President, Controller and Chief Accounting Officer




Date of Report (Date of earliest event reported):			September 27, 2019


SEMPRA ENERGY
(Exact name of registrant as specified in its charter)



Registrant's telephone number, including area code			(619) 696-2000





(Former name or former address, if changed since last report.)