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    SEC Form 8-K filed by DBA Sempra

    3/28/25 4:15:27 PM ET
    $SRE
    Natural Gas Distribution
    Utilities
    Get the next $SRE alert in real time by email
    8-K
    00000865210001032208falsefalse 0000086521 2025-03-28 2025-03-28 0000086521 cik0000086521:SempraMember 2025-03-28 2025-03-28 0000086521 us-gaap:CommonStockMember 2025-03-28 2025-03-28 0000086521 cik0000086521:Sempra575JuniorSubordinatedNotesDue207925ParValueMember 2025-03-28 2025-03-28
     
     
    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 28, 2025
     
     
     
    Commission
    File Number
     
    Exact Name of Registrants
    as Specified in their
    Charters, Address and
    Telephone Number
     
    State of Incorporation
     
    I.R.S. Employer
    Identification Nos.
     
    Former name or former
    address, if changed
    since last report
    1-14201
     
    SEMPRA
    488 8th Avenue
    San Diego, California 92101
    (619)
    696-2000
     
    California
     
    33-0732627
     
    No change
    1-03779
     
    SAN DIEGO GAS & ELECTRIC COMPANY
    8330 Century Park Court
    San Diego, California 92123
    (619)
    696-2000
     
    California
     
    95-1184800
     
    No change
     
     
    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
    San Diego Gas & Electric 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
       ☐
    San Diego Gas & Electric 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
      
    ☐
    San Diego Gas & Electric Company
      
    ☐
     
     
     

    Item 8.01
    Other Events.
    On March 28, 2025, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $850,000,000 aggregate principal amount of its 5.400% First Mortgage Bonds, Series CCCC, due 2035 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $2.0 million) of 99.070% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on Form
    S-3
    (File
    No. 333-269677).
    The Bonds were issued pursuant to the Seventy-Seventh Supplemental Indenture, dated as of March 28, 2025, which is filed herewith as Exhibit 4.1. The Bonds will mature on April 15, 2035. The Bonds will bear interest at the rate of 5.400% per annum. Interest on the Bonds will accrue from March 28, 2025 and is payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2025. The Bonds will be redeemable prior to maturity at the redemption prices and under the circumstances described in the form of Bond, which form is included in Exhibit 4.1 hereto.
    The foregoing description of some of the terms of the Bonds is not complete and is qualified in its entirety by the form of Bond and the Seventy-Seventh Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the Underwriting Agreement, dated March 24, 2025, 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 25, 2025.
     
    Item 9.01
    Financial Statements and Exhibits.
    (d) Exhibits
     
    Exhibit
    Number
      
    Description of Exhibit
     4.1    Seventy-Seventh Supplemental Indenture, dated as of March 28, 2025.
     4.2    Form of Series CCCC Bond (Included in Exhibit 4.1 hereto).
     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.
     
    Date: March 28, 2025    
    SEMPRA
        By:  
    /s/ Peter R. Wall
          Peter R. Wall
          Senior Vice President, Controller and Chief Accounting Officer
     
    Date: March 28, 2025    
    SAN DIEGO GAS & ELECTRIC COMPANY
        By:  
    /s/ Valerie A. Bille
          Valerie A. Bille
          Senior Vice President, Chief Financial Officer, Chief Accounting Officer, Controller and Treasurer
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