SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|Date of Report (Date of earliest event reported):||June 24, 2020|
|SEMPRA ENERGY |
|(Exact name of registrant as specified in its charter)|
|(State or other jurisdiction of incorporation)||(Commission 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|
|(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 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 2079, $25 par value||SREA||NYSE|
|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 2.01 Completion of Acquisition or Disposition of Assets
On June 24, 2020, Sempra Energy International Holdings N.V. (“International Holdings”), an indirect wholly owned subsidiary of Sempra Energy, completed the sale, previously announced on October 15, 2019, of its 100% indirect interest in Chilquinta Energía S.A. (“Chilquinta”) and Tecnored S.A. (“Tecnored”) and its 50% interest in Eletrans S.A., Eletrans II S.A. and Eletrans III S.A. (collectively, “Eletrans”) to State Grid International Development Limited (the “Buyer”). Pursuant to the Purchase and Sale Agreement dated as of October 12, 2019, by and between International Holdings and the Buyer (the “Purchase and Sale Agreement”), International Holdings sold to the Buyer 100% of the outstanding interests of Inversiones Sempra Limitada and Sempra Americas Bermuda II Limited, which collectively own the direct and indirect interests in Chilquinta, Tecnored and Eletrans that were sold in the transaction, for an aggregate base purchase price of $2.23 billion, subject to post-closing adjustments.
Chilquinta is an electric distribution utility that serves a population of approximately two million in the regions of Valparaíso and Maule in central Chile. Tecnored is an energy-services company that provides electric construction and infrastructure services to Chilquinta. Eletrans is engaged in the construction, operation and maintenance of power transmission facilities in Chile.
As a result of this disposition, Sempra Energy expects to recognize a gain on sale of approximately $625 million ($240 million after tax), subject to post-closing adjustments.
The Purchase and Sale Agreement and the transactions contemplated thereby are more fully described in Sempra Energy’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 15, 2019, which description is incorporated herein by reference. Such description and the foregoing description do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase and Sale Agreement, which is filed as Exhibit 2.1 hereto and to such Current Report on Form 8-K and is incorporated herein by reference. The closing of the sale of Chilquinta, Tecnored and Eletrans completes Sempra Energy’s plan to sell all of its South American businesses, which also included the sale of its ownership interests in its former Peruvian businesses that closed on April 24, 2020 and was previously reported in a Current Report on Form 8-K filed by Sempra Energy with the U.S. Securities and Exchange Commission with a filing date of April 29, 2020.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
Pro forma financial information with respect to the sale is not required to be filed with this Current Report on Form 8-K because Sempra Energy has previously reported the results of the disposed business as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the period ended March 31, 2020.
*Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***].
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.
|SEMPRA ENERGY, |
|Date: June 24, 2020||By: /s/ Peter R. Wall|
|Peter R. Wall|
Senior Vice President, Controller and Chief Accounting Officer