UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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| Item 8.01 | Other Events. |
On June 23, 2023, Sempra (the “Company”) closed its previously announced public offering and sale of $550,000,000 aggregate principal amount of its 5.400% Notes due 2026 (the “2026 notes”) and $700,000,000 aggregate principal amount of its 5.500% Notes due 2033 (the “2033 notes” and, together with the 2026 notes, the “notes”). Proceeds to the Company (after deducting the underwriting discounts but before deducting the Company’s other offering expenses estimated at approximately $2.4 million) from the sale of the notes were approximately $1,239.4 million. The sale of the notes was registered under the Company’s effective registration statement on Form S-3 (Registration No. 333-272237).
The notes were issued pursuant to an Indenture dated as of February 23, 2000 (the “Indenture”), which was filed as Exhibit 4.1 to the Company’s registration statement on Form S-3 (File No. 333-153425) filed with the U.S. Securities and Exchange Commission on September 11, 2008, and an Officers’ Certificate of the Company dated as of June 23, 2023, which is filed herewith as Exhibit 4.1 and includes the form of 2026 note and the form of 2033 note. The 2026 notes will bear interest at the rate of 5.400% per year and mature on August 1, 2026. Interest on the 2026 notes will accrue from June 23, 2023 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2024. The 2033 notes will bear interest at the rate of 5.500% per year and mature on August 1, 2033. Interest on the 2033 notes will accrue from June 23, 2023 and is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2024. The 2026 notes and the 2033 notes will be redeemable prior to maturity, at the Company’s option, at the redemption prices described in the form of each such note, which are included in Exhibit 4.1 hereto.
The foregoing descriptions of some of the terms of the notes is not complete and is qualified in its entirety by the form of 2026 note, the form of the 2033 note and the Officers’ Certificate of the Company, filed as an exhibit herewith, and the Indenture referred to above. Further information regarding the sale of the notes is contained in the Underwriting Agreement, dated June 20, 2023, which was 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 June 21, 2023.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 4.1 | Officers’ Certificate of the Company, including the form of 5.400% Note due 2026 and the form of 5.500% Note due 2033. | |
| 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 registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMPRA, (Registrant) | ||||||
| Date: June 23, 2023 |
By: | /s/ Peter R. Wall | ||||
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | ||||||