false0000086521CACA 0000086521 2021-08-13 2021-08-13 0000086521 cik0000086521:SempraEnergyMember 2021-08-13 2021-08-13 0000086521 cik0000086521:SempraEnergyCommonStockWithoutParValueMember 2021-08-13 2021-08-13 0000086521 cik0000086521:SempraEnergy575JuniorSubordinatedNotesDue207925ParValueMember 2021-08-13 2021-08-13
 
 
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): August 13, 2021
 
 
 
Commission
File Number
 
Exact Name of Registrants as
Specified in their Charters, Address
and Telephone Number
 
State of Incorporation
 
I.R.S. Employer
Identification
Nos.
 
Former name or former
address, if changed
since last report
1-14201
 
SEMPRA ENERGY
488 8th Avenue
San Diego, California 92101
(619)
696-2000
 
California
 
33-0732627
 
No change
         
1-03779
 
SAN DIEGO GAS & ELECTRIC COMPANY
8326 Century Park Court
San Diego, California 92123
(619)
696-2000
 
California
 
95-1184800
 
No change
 
 
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 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:
       
Sempra Energy Common Stock, without par value
 
SRE
 
NYSE
     
Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
 
SREA
 
NYSE
     
San Diego Gas & Electric 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 CFR
240.12b-2).
 
   
Emerging growth
company
Sempra Energy
 
San Diego Gas & Electric 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
  
San Diego Gas & Electric Company
  
 
 
 

Item 8.01
Other Events.
On August 13, 2021, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $750,000,000 aggregate principal amount of its 2.950% Green First Mortgage Bonds, Series WWW, due 2051 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before the Company’s other expenses estimated at approximately $2,000,000) of 98.493% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on Form
S-3
(File
No. 333-239178).
The Bonds were issued pursuant to the Seventy-First Supplemental Indenture, dated as of August 13, 2021, which is filed herewith as Exhibit 4.1. The Bonds will mature on August 15, 2051. The Bonds will bear interest at the rate of 2.950% per annum. Interest on the Bonds will accrue from August 13, 2021 and is payable semiannually in arrears on February 15 and August 15 of each year, beginning on February 15, 2022. The Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Bond, which form is included in Exhibit 4.1 hereto.
The foregoing description of some of the terms of the Bonds is not complete and is qualified in its entirety by the form of Bond and the Seventy-First Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the Underwriting Agreement, dated August 9, 2021, which is filed as Exhibit 1.1 to the Company’s Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission on August 10, 2021.
 
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
 
Exhibit
Number
  
Description of Exhibit
   
4.1    Seventy-First Supplemental Indenture, dated as of August 13, 2021.
   
4.2    Form of Series WWW Bond (Included in Exhibit 4.1 hereto).
   
5.1    Opinion of Latham & Watkins LLP.
   
23.1    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).
   
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.
 
Date: August 13, 2021      
SEMPRA ENERGY
       
        By:  
/s/ Peter R. Wall
            Peter R. Wall
            Senior Vice President, Controller and Chief Accounting Officer
     
Date: August 13, 2021      
SAN DIEGO GAS & ELECTRIC COMPANY
       
        By:  
/s/ Valerie A. Bille
            Valerie A. Bille
           
Vice President, Chief Accounting Officer, Controller and Treasurer