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8-KThe WireRoutine

Company Update

Filed Mar 14, 2022 · 4y ago · Accession 0001193125-22-074605

Plain English

Material event — a significant development the company must disclose promptly.

Read the source below for the full document.

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): March 14, 2022   Commission File Number   Exact Name of Registrants as Specified in their Charters, State of Incorporation, Address and Telephone Number   I.R.S. Employer Identification Number 1-14201   SEMPRA ENERGY (A California Corporation) 488 8th Avenue San Diego , California 92101 (619) 696-2000   33-0732627       1-01402   SOUTHERN CALIFORNIA GAS COMPANY (A California Corporation) 555 West Fifth Street Los Angeles , California 90013 (213) 244-1200   95-1240705 (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 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 Southern California Gas 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   ☐ Southern California Gas 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             ☐           Southern California Gas Company   ☐       Item 8.01 Other Events. On March 14, 2022, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $700,000,000 aggregate principal amount of its 2.950% Notes due 2027 (the “Notes”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $1,200,000) of 98.925% of the aggregate principal amount of the Notes. The sale of the Notes was registered under the Company’s Registration Statement on Form S-3 (File No. 333-237770). The Notes were issued pursuant to a Senior Indenture dated as of September 21, 2020 (the “Senior Indenture”), which was filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on September 21, 2020, and an Officers’ Certificate of the Company dated as of March 14, 2022, which is filed herewith as Exhibit 4.1 and includes the form of Note. The Notes will bear interest at the rate of 2.950% per year and mature on April 15, 2027. Interest on the Notes will accrue from March 14, 2022 and is payable semi-annually in arrears on April 15 and October 15 of each year, beginning on October 15, 2022. The Notes will be redeemable prior to maturity at the redemption prices described in the form of Note, which is included in Exhibit 4.1 hereto. 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 and the Officer’s Certificate of the Company, filed as an exhibit herewith, and the Senior Indenture referred to above. Further information regarding the sale of the Notes is contained in the Underwriting Agreement, dated March 8, 2022, 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 March 9, 2022. Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit Number    Description of Exhibit 4.1    Officers’ Certificate of Southern California Gas Company, including the form of its 2.950% Note due 2027. 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.           SEMPRA ENERGY         Date: March 14, 2022       By:   /s/ Peter R. Wall             Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer           SOUTHERN CALIFORNIA GAS COMPANY         Date: March 14, 2022       By:   /s/ Mia L. DeMontigny             Mia L. DeMontigny Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer
Filing details
Ticker
SOCGP
CIK
92108
Form type
8-K
Filing date
Mar 14, 2022
Report date
Mar 14, 2022
Document
d223834d8k.htm
Size
304 KB