Current Report Filing (8-k)
August 10 2021 - 4:10PM
Edgar (US Regulatory)
false0000086521CACA 0000086521 2021-08-09 2021-08-09 0000086521 cik0000086521:SempraEnergyMember 2021-08-09 2021-08-09 0000086521 cik0000086521:SempraEnergyCommonStockWithoutParValueMember 2021-08-09 2021-08-09 0000086521 cik0000086521:SempraEnergy575JuniorSubordinatedNotesDue202925ParValueMember 2021-08-09 2021-08-09
SECURITIES AND EXCHANGE COMMISSION
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 9, 2021
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Exact Name of Registrants as
Specified in their Charters, Address
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Former name or former
address, if changed
since last report
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San Diego, California 92101
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SAN DIEGO GAS & ELECTRIC COMPANY
San Diego, California 92123
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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 registrants under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
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Name of Each Exchange
on Which Registered
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Sempra Energy Common Stock, without par value
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Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
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San Diego Gas & Electric Company:
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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).
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San Diego Gas & Electric Company
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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.
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San Diego Gas & Electric Company
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On August 9, 2021, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, entered into an underwriting agreement (the “Underwriting Agreement”) with Mizuho Securities USA LLC, Citigroup Global Markets Inc., Credit Agricole Securities (USA) Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $750,000,000 aggregate principal amount of its 2.950% Green First Mortgage Bonds, Series WWW, due 2051 (the “Bonds”) for resale at a public offering price of 99.368% of the aggregate principal amount of the Bonds in a registered public offering 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
(File
No. 333-239178).
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. The summary set forth above is qualified in its entirety by reference to such exhibit.
This Current Report on Form
8-K
does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.
Item 9.01 Financial Statements and Exhibits.
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.
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Date: August 10, 2021
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By:
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Peter R. Wall
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Senior Vice President, Controller and Chief Accounting Officer
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Date: August 10, 2021
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SAN DIEGO GAS & ELECTRIC COMPANY
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By:
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Vice President, Chief Accounting Officer, Controller and Treasurer
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