Item 8.01 Other Events.
On June 26, 2019, Sempra Energy (the “Company”) closed the public offering and sale of $757,500,000 aggregate principal amount of its 5.750%
Junior Subordinated Notes due 2079 (the “notes”). Proceeds to the Company (after deducting underwriting discounts but before other expenses estimated at approximately $1,000,000) for the notes were 96.850% of the aggregate principal amount
of the notes sold to retail investors and 98.000% of the aggregate principal amount of the notes sold to institutional investors. The sale of the notes was registered under the Company’s effective Registration Statement on Form
S-3,
as amended by post-effective Amendment No. 1 (Registration
No. 333-220257).
The notes will mature on July 1, 2079.
Interest on the notes accrues from June 26, 2019 and is payable quarterly in arrears on January 1, April 1, July 1 and October 1 of
each year, beginning on October 1, 2019, and at maturity. So long as no event of default 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 40 consecutive quarterly interest payment periods each, except that no such optional deferral period may extend beyond the final maturity date of the notes.
At the Company’s option, the Company may redeem some or all of the notes from time to time on or after October 1, 2024 at a redemption price equal
to 100% of the principal amount, plus accrued and unpaid interest. At the Company’s option, the Company may also redeem all of the notes prior to October 1, 2024 upon the occurrence of certain specified events at the redemption prices
provided therein, plus accrued and unpaid interest.
The foregoing description of some of the terms of the notes is not complete and is qualified in its
entirety by the form of note included in the Officers’ Certificate attached hereto as Exhibit 4.1, the Officers’ Certificate 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 National Association, as trustee, which is attached as Exhibit 4.2 to this Current Report on Form
8-K.
The Officers’ Certificate (including
the form of note) and the indenture are incorporated herein by reference. Further information regarding the sale of the notes is contained in the underwriting agreement, dated June
13, 2019, which is incorporated by reference to
Exhibit 1.1
to the Company’s Current Report on Form
8-K
filed with the Securities and Exchange Commission on June 17, 2019.