Attached files

file filename
EX-5.1 - EX-5.1 - SEMPRA ENERGYd454654dex51.htm
EX-4.1 - EX-4.1 - SEMPRA ENERGYd454654dex41.htm
EX-1.1 - EX-1.1 - SEMPRA ENERGYd454654dex11.htm

 

 

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): October 10, 2017

 

 

SEMPRA ENERGY

(Exact name of registrant as specified in its charter)

 

 

 

CALIFORNIA   1-14201   33-0732627

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

488 8th AVENUE, SAN DIEGO, CALIFORNIA   92101
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code (619) 696-2000

(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:

 

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))

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  ☐

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.  ☐

 

 

 


Item 8.01 Other Events.

On October 13, 2017, Sempra Energy (the “Company”) closed the public offering and sale of $850,000,000 aggregate principal amount of its Floating Rate Notes due 2021 (the “Notes”). Proceeds to the Company (after deducting underwriting discounts but before other expenses estimated at approximately $1,000,000) for the Notes were 99.65% 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 (Registration No. 333-220257). The Notes will mature on March 15, 2021. Interest on the Notes accrues from October 13, 2017 and is payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on December 15, 2017 and at maturity (subject to possible adjustment of such interest payment dates). The Notes will not be redeemable at the Company’s option. The form of Note is attached hereto in Exhibit 4.1. Further information regarding the sale of the Notes is contained in the underwriting agreement, dated October 10, 2017, which is attached hereto as Exhibit 1.1.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit

Number

  

Description

  1.1    Underwriting Agreement, dated October 10, 2017, between Sempra Energy and the several underwriters named therein.
  4.1    Officers’ Certificate of the Company, including the form of Floating Rate Note due 2021.
  5.1    Opinion of Latham & Watkins LLP.
23.1    Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto).


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

SEMPRA ENERGY
Date: October 13, 2017
By:  

/s/ Trevor I. Mihalik

 

Name:  Trevor I. Mihalik

 

Title:    Senior Vice President, Controller and  Chief Accounting Officer