false 0001032208 0001032208 2020-06-19 2020-06-19 0001032208 us-gaap:CommonStockMember 2020-06-19 2020-06-19 0001032208 sempra:ConvertiblePreferredStockSeriesAMember 2020-06-19 2020-06-19 0001032208 sempra:ConvertiblePreferredStockSeriesBMember 2020-06-19 2020-06-19 0001032208 sempra:SempraEnergy575JuniorSubordinatedNotesDue2079Member 2020-06-19 2020-06-19










Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 19, 2020



(Exact name of registrant as specified in its charter)







(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification No.)

488 8th Avenue, San Diego, California



(Address of principal executive offices)


(Zip Code)

Registrant’s telephone number, including area code (619) 696-2000

(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))


Title of Each Class





Name of Each Exchange

on Which Registered

Sempra Energy Common Stock, without par value





Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference





Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference





Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value





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.  



Item 8.01 Other Events.

On June 19, 2020, Sempra Energy (the “Company”) closed its previously reported public offering and sale of 900,000 shares of its 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C (the “Series C Preferred Stock”), with proceeds to the Company (after deducting the underwriting discount but before deducting offering expenses (estimated at approximately $2 million) payable by the Company) of $891 million. The sale of the shares of Series C Preferred Stock was registered pursuant to the Company’s effective shelf registration statement on Form S-3, as amended by post-effective Amendment No. 1 thereto (File No. 333-220257).

The Series C Preferred Stock has the terms set forth in a Certificate of Determination (the “Certificate of Determination”) filed with the Secretary of State of the State of California on June 11, 2020, a copy of which (including the form of certificate evidencing the shares of the Series C Preferred Stock) is incorporated by reference as an exhibit to this report and is incorporated in this Item 8.01 by reference.

Further information regarding the sale of the shares of Series C Preferred Stock is contained in the Company’s underwriting agreement, dated June 10, 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 June 15, 2020.

9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit Description




Certificate of Determination of Preferences of 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C, of Sempra Energy (including the form of certificate representing the 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C), filed with the Secretary of State of the State of California and effective June 11, 2020 (filed as Exhibit 3.1 to Sempra Energy’s Current Report on Form 8-K filed on June 15, 2020 and incorporated herein by reference).




Opinion of Latham & Watkins LLP.




Consent of Latham & Watkins LLC (contained in the opinion filed as Exhibit 5.1 hereto).




Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





Date: June 19, 2020





/s/ Peter R. Wall



Peter R. Wall



Senior Vice President, Controller and Chief Accounting Officer


Exhibit 5.1







June 19, 2020

  12670 High Bluff Drive
  San Diego, California 92130
  Tel: +1.858.523.5400 Fax: +1.858.523.5450



  Beijing   Moscow
  Boston   Munich
  Brussels   New York
  Century City   Orange County
  Chicago   Paris
  Dubai   Riyadh
  Düsseldorf   San Diego
  Frankfurt   San Francisco
  Hamburg   Seoul
  Hong Kong   Shanghai
  Houston   Silicon Valley
  London   Singapore
  Los Angeles   Tokyo
  Madrid   Washington, D.C.

Sempra Energy

488 8th Avenue

San Diego, California 92101



Registration Statement No. 333-220257 - Issuance of 900,000 Shares of 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C

Ladies and Gentlemen:

We have acted as special counsel to Sempra Energy, a California corporation (the “Company”), in connection with the proposed issuance of 900,000 shares of the Company’s 4.875% Fixed-Rate Reset Cumulative Redeemable Perpetual Preferred Stock, Series C (the “Shares”). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on August 30, 2017 (Registration No. 333-220257), as amended by post-effective Amendment No. 1 filed with the Commission on January 2, 2018 (as so filed and amended, the “Registration Statement”). The Shares are being sold pursuant to an underwriting agreement dated June 10, 2020 (the “Underwriting Agreement”), by and among the Company and Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, Goldman Sachs & Co. LLC and Morgan Stanley & Co. LLC, as representatives of the several underwriters named in Schedule I to the Underwriting Agreement.

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or related prospectus, other than as expressly stated herein with respect to the issue of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the general corporation law of the State of California, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state.

June 19, 2020

Page 2




Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, the issue and sale of the Shares have been duly authorized by all necessary corporate action of the Company and when certificates representing the Shares (in the form of the specimen certificate filed as an exhibit to the Company’s Form 8-K dated June 15, 2020) have been manually signed by an authorized officer of the transfer agent and registrar therefor and have been issued by the Company against payment therefor in the circumstances contemplated by the Underwriting Agreement, the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the Corporations Code of the State of California.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Form 8-K dated June 19, 2020 and to the reference to our firm contained in the prospectus for the offering of the Shares under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.


Very truly yours,
/s/ Latham & Watkins LLP