Sempra Files 8-K Report

TL;DR

Sempra filed a standard 8-K, no major news.

AI Summary

On May 28, 2024, Sempra filed an 8-K report detailing other events and financial statements. The filing does not contain specific financial figures or significant business developments beyond routine reporting requirements.

Why It Matters

This filing indicates routine corporate reporting by Sempra to the SEC, without disclosing new material information that would typically impact investors.

Risk Assessment

Risk Level: low — The filing is a routine 8-K report and does not contain any new material information or significant financial events.

Key Players & Entities

• Sempra (company) — Registrant
• California (location) — State of incorporation
• San Diego (location) — Principal executive offices city

FAQ

Key Financial Figures

• $25 — 75% Junior Subordinated Notes Due 2079, $25 par value SREA New York Stock Excha
• $500,000,000 — closed its public offering and sale of $500,000,000 aggregate principal amount of its 6.875
• $600,000,000 — itial offering price) as, the Company's $600,000,000 aggregate principal amount 6.875% Fixed
• $1.3 m — the Company estimated at approximately $1.3 million, and excluding $7,352,430.56 paya
• $7,352,430.56 — proximately $1.3 million, and excluding $7,352,430.56 payable to the Company in respect of in
• $490.2 million — the reopening notes were approximately $490.2 million. The sale of the reopening notes was re

Filing Documents

• d843079d8k.htm (8-K) — 32KB
• d843079dex11.htm (EX-1.1) — 138KB
• d843079dex41.htm (EX-4.1) — 88KB
• d843079dex51.htm (EX-5.1) — 16KB
• g843079dsp1.jpg (GRAPHIC) — 4KB
• g843079g91a58.jpg (GRAPHIC) — 7KB
• 0001193125-24-151707.txt ( ) — 515KB
• sempra-20240528.xsd (EX-101.SCH) — 4KB
• sempra-20240528_def.xml (EX-101.DEF) — 13KB
• sempra-20240528_lab.xml (EX-101.LAB) — 21KB
• sempra-20240528_pre.xml (EX-101.PRE) — 14KB
• d843079d8k_htm.xml (XML) — 5KB

From the Filing

8-K 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 28, 2024 Date of Report (Date of earliest event reported) Sempra (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 (619) 696-2000 (Address of principal executive offices) (Zip Code) (Registrant's telephone number, including area code) N/A (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)) SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: Title of Each Class Trading Symbol Name of Each Exchange on Which Registered 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 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. Item8.01 Other Events. On May 31, 2024, Sempra (the "Company") closed its public offering and sale of $500,000,000 aggregate principal amount of its 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the "reopening notes"). The reopening notes constitute a further issuance of, form a single series with, and have the same terms (except for the date of original issuance and the initial offering price) as, the Company's $600,000,000 aggregate principal amount 6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 issued on March 14, 2024 (the "existing notes" and, together with the reopening notes, the "notes"). Proceeds to the Company (after deducting underwriting discounts but before deducting offering expenses payable by the Company estimated at approximately $1.3 million, and excluding $7,352,430.56 payable to the Company in respect of interest accrued on the reopening notes for the period from and including March 14, 2024 to, but excluding, the date hereof) from the sale of the reopening notes were approximately $490.2 million. The sale of the reopening notes was registered 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 (Registration No. 333-272237). The purchase and sale of the reopening notes was made pursuant to an underwriting agreement dated May 28, 2024, with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Mizuho Securities USA LLC, as the representatives of the several underwriters named on Schedule I thereto, pursuant to which the reopening notes were issued and sold to such underwriters, severally and not jointly, for resale at a public offering price of 99.044% of the aggregate principal amount of the reopening notes, plus accrued interest from and including March 14, 2024 to, but excluding, the date hereof, totaling approximately $7,352,430.56. 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. Interest on the notes accrues from and including March 14, 2024 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on October 1, 2024, and at maturity on October 1, 2054. The notes bear interest (i) from and including March 14, 2024 to, but excluding, October 1, 2029 at the rate of 6.875% per annum and (ii) from and including October 1, 2029, during each Reset Period at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.789%, to be reset on each Reset Date. So long as no event of default (as defined) with respect to the notes has occurred and is continuing, the Company may, at its option, defer interest payments on the notes, from time to time, for one or more deferral periods of up to 20 consec