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8-KThe WireRoutine

Company Update

Filed May 13, 2025 · 1y ago · Accession 0001193125-25-118842

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 May 12, 2025 Date of Report (Date of earliest event reported)       Commission File No.   Exact Name of Registrants as Specified in their Charters, Address and Telephone Number    State of Incorporation    I.R.S. Employer Identification Nos.    Former name, former address and former fiscal year, if changed since last report 1-14201   SEMPRA      California    33-0732627    No change   488 8th Avenue            San Diego , California 92101            ( 619 ) 696-2000          1-01402   SOUTHERN CALIFORNIA GAS COMPANY      California    95-1240705    No change   555 West 5th Street            Los Angeles , California 90013            ( 213 ) 244-1200              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:     Sempra Common Stock, without par value   SRE   New York Stock Exchange Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value   SREA   New York Stock Exchange 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   ☐ 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   ☐ SOUTHERN CALIFORNIA GAS COMPANY   ☐       Item 8.01 Other Events. On May 12, 2025, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., Mizuho Securities USA LLC, RBC Capital Markets, LLC, Scotia Capital (USA) Inc. and SMBC Nikko Securities America, Inc., 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, $600,000,000 aggregate principal amount of its 5.450% First Mortgage Bonds, Series DDD, due 2035 (the “Series DDD Bonds”) and $500,000,000 aggregate principal amount of its 6.000% First Mortgage Bonds, Series EEE, due 2055 (the “Series EEE Bonds”) for resale at a public offering price of (i) 99.542% of the aggregate principal amount of the Series DDD Bonds, and (ii) 98.649% of the aggregate principal amount of the Series EEE 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. 333-270939). 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. (d)  Exhibits.   Exhibit Number    Exhibit Description 1.1    Underwriting Agreement, dated May 12, 2025, among Southern California Gas Company and the representatives of the several underwriters named therein. 104    Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). SIGNATURES 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,           (Registrant) Date: May 13, 2025           By: /s/ Peter R. Wall           Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer           SOUTHERN CALIFORNIA GAS COMPANY,           (Registrant) Date: May 13, 2025           By: /s/ Sara P. Mijares           Sara P. Mijares Vice President, Controller, Chief Accounting Officer and Assistant Treasurer
Filing details
Ticker
SOCGP
CIK
92108
Form type
8-K
Filing date
May 13, 2025
Report date
May 12, 2025
Document
d907961d8k.htm
Size
403 KB