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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
  
5.1
  
23.1
  
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
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