Current Report Filing (8-k)
September 17 2020 - 4:02PM
Edgar (US Regulatory)
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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): September 14, 2020
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Exact Name of Registrants as Specified in their
Charters, State of Incorporation, Address and
Telephone Number
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(A California Corporation)
San Diego, California 92101
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SOUTHERN CALIFORNIA GAS COMPANY
(A California Corporation)
Los Angeles, California 90013
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(Former name or former address, if changed since last report.)
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:
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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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Sempra Energy Common Stock, without par value
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Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference
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Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference
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Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
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Southern California Gas 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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Sempra Energy
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Southern California Gas 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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Southern California Gas Company
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On September 14, 2020, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra Energy, entered into an underwriting agreement (the “Underwriting Agreement”) with BMO Capital Markets Corp., U.S. Bancorp Investments, Inc. 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, $300,000,000 aggregate principal amount of its Floating Rate Notes due 2023 (the “notes”) for resale at a public offering price of 100.000% of the aggregate principal amount of the notes 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. 333-237770).
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.
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Financial Statements and Exhibits.
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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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SEMPRA ENERGY
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Date: September 17, 2020
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By:
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Senior Vice President, Controller and Chief Accounting Officer
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SOUTHERN CALIFORNIA GAS COMPANY
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Date: September 17, 2020
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By:
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Vice President, Controller, Chief Financial Officer, Chief Accounting Officer and Treasurer
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