Sempra Announces Pricing of Public Offering of Common Stock
Morgan Stanley and Citigroup are acting as joint bookrunners of the offering and representatives of the underwriters.
In connection with the offering, Sempra has entered into forward sale agreements with Morgan Stanley and Citigroup (or their respective affiliates) (in such capacity, the forward purchasers) with respect to 17,142,858 shares of its common stock. In connection with the forward sale agreements, the forward purchasers or their respective affiliates (in such capacity, the forward sellers) are expected to borrow from third parties and sell to the underwriters for resale by such underwriters in the offering an aggregate of 17,142,858 shares of Sempra's common stock. If any forward seller does not deliver and sell all of the shares of Sempra's common stock it is to deliver and sell to the underwriters, Sempra will issue and sell directly to the underwriters the number of shares of its common stock not delivered by the forward seller.
Sempra will not receive any proceeds from the sale of common stock borrowed and sold in connection with the forward sale agreements. Instead, subject to its right to elect cash settlement or net share settlement under certain conditions, Sempra intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by Sempra occurring no later than December 31, 2024, an aggregate number of shares of its common stock equal to the number of shares borrowed and sold in the offering, in exchange for cash proceeds per share equal to the applicable forward sale price per share, which will initially be equal to the public offering price per share in the offering less the underwriting discount. The initial forward sale price is subject to subsequent adjustment from time to time as provided in the forward sale agreements. Sempra intends to use a substantial portion of any net proceeds from the offering, including the net proceeds it receives from the settlement of the forward sale agreements, for working capital and other general corporate purposes, including to partly finance its long-term capital plan and to repay commercial paper and potentially other indebtedness.
The offering is being made pursuant to an effective shelf registration statement filed with the
This press release shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the date of this press release. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
In this press release, forward-looking statements can be identified by words such as "believe," "expect," "intend," "anticipate," "contemplate," "plan," "estimate," "project," "forecast," "should," "could," "would," "will," "confident," "may," "can," "potential," "possible," "proposed," "in process," "construct," "develop," "opportunity," "initiative," "target," "outlook," "optimistic," "poised," "maintain," "continue," "progress," "advance," "goal," "aim," "commit," or similar expressions, or when we discuss our guidance, priorities, strategy, goals, vision, mission, opportunities, projections, intentions or expectations. Such forward-looking statements include, among other things, statements related to Sempra's expectations regarding the completion and timing of its public offering; whether the underwriters exercise their option to purchase additional shares of Sempra's common stock, solely to cover over-allotments, if any; the settlement of the forward sale agreements; and its use of any net proceeds from the offering.
Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include:
These risks and uncertainties are further discussed in the prospectus supplement and accompanying prospectus for the offering and in the reports that Sempra has filed with the
Underwriter Contact Information:
Attn: Prospectus Department
c/o Broadridge Financial Solutions
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Media Contact: Katie Nieri, Sempra, (877) 340-8875, email@example.com; Financial Contact: Jenell McKay, Sempra, (877) 736-7727, firstname.lastname@example.org