falseSAN DIEGO GAS & ELECTRIC CO00000865218326 Century ParkCourtCACA 0000086521 2020-04-07 2020-04-07 0000086521 cik0000086521:SempraEnergyMember 2020-04-07 2020-04-07 0000086521 cik0000086521:SempraEnergyCommonStockWithoutParValueMember 2020-04-07 2020-04-07 0000086521 cik0000086521:SempraEnergy6MandatoryConvertiblePreferredStockSeriesA100LiquidationPreferenceMember 2020-04-07 2020-04-07 0000086521 cik0000086521:SempraEnergy675MandatoryConvertiblePreferredStockSeriesB100LiquidationPreferenceMember 2020-04-07 2020-04-07 0000086521 cik0000086521:SempraEnergy575JuniorSubordinatedNotesDue202925ParValueMember 2020-04-07 2020-04-07
 
 
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): April 7, 2020
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 ENERGY
488 8th Avenue
San Diego, California
92101
(619)
696-2000
 
California
 
33-0732627
 
No change
                 
1-03779
 
SAN DIEGO GAS &
ELECTRIC
COMPANY
8326 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 Energy:
 
 
Sempra Energy Common Stock, without par value
 
SRE
 
NYSE
Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference
 
SREPRA
 
NYSE
Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference
 
SREPRB
 
NYSE
Sempra Energy 5.75% Junior Subordinated Notes Due 2029, $25 par value
 
SREA
 
NYSE
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 Energy
   
 
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 Energy
   
        
 
San Diego Gas & Electric Company
   
        
 
 
 

Item 8.01
Other Events.
On April 7, 2020, San Diego Gas & Electric Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $400,000,000 aggregate principal amount of its 3.320% First Mortgage Bonds, Series UUU, due 2050 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before other expenses estimated at approximately $1,000,000) of 98.992% 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.
 333-222650).
The Bonds were issued pursuant to the Sixty-Ninth Supplemental Indenture, dated as of April 7, 2020, which is attached hereto as Exhibit 4.1. The Bonds will mature on April 15, 2050. The Bonds will bear interest at the rate of 3.320% per annum. Interest on the Bonds will accrue from April 7, 2020 and is payable semiannually in arrears on April 15 and October 15 of each year, beginning on October 15, 2020. The Bonds will be redeemable prior to maturity, at the Company’s option, 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 Sixty-Ninth Supplemental Indenture, which are attached as exhibits hereto and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the underwriting agreement, dated March 31, 2020, which is attached as Exhibit 1.1 to the Company’s Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission on April 3, 2020.
Item 9.01
Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number
 
 
Description of Exhibit
         
 
4.1
   
         
 
4.2
   
         
 
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.
Date: April 7, 2020
 
 
SEMPRA ENERGY
             
 
 
By:
 
/s/ Peter R. Wall
 
 
 
Peter R. Wall
 
 
 
Senior Vice President, Controller and Chief Accounting
Officer
         
Date: April 7, 2020
 
 
SAN DIEGO GAS & ELECTRIC COMPANY
             
 
 
By:
 
/s/ Bruce A. Folkmann
 
 
 
Bruce A. Folkmann
 
 
 
Senior Vice President, Controller, Chief Financial
Officer, Chief Accounting Officer and Treasurer