|12670 High Bluff Drive
|San Diego, California 92130
|Tel: +1.858.523.5400 Fax: +1.858.523.5450
|FIRM / AFFILIATE OFFICES
|March 13, 2023
Office of Energy & Transportation
Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street N.E.
Washington, D.C. 20549
San Diego Gas & Electric Company
Registration Statement on Form S-3
Filed February 10, 2023
File No. 333-269677
Dear Ms. Rios:
We are in receipt of the Staffs letter dated February 24, 2023 with respect to the above-referenced Registration Statement on Form S-3 (the Registration Statement). We are responding to the Staffs comment on behalf of San Diego Gas & Electric Company (San Diego Gas & Electric Company or the Company) as set forth below. Simultaneously with the submission of this letter, the Company is filing via EDGAR Amendment No. 1 to the Registration Statement (the Amended Registration Statement) responding to the Staffs comment and updating the Registration Statement.
The Companys response set forth in this letter is numbered to correspond to the numbered comment in the Staffs letter. All terms used but not defined herein have the meanings assigned to such terms in the Amended Registration Statement. For ease of reference, we have set forth the Staffs comment and the Companys response below.
March 13, 2023
Registration Statement on Form S-3, filed February 10, 2023
Description of First Mortgage Bonds
General, page 16
You disclose that prior to the issuance of each series of bonds, the terms of the particular series of bonds will be specified in a supplemental indenture. You refer to the applicable prospectus supplement or free writing prospectus for a description of the following terms of each series of bonds, one of which includes that [i]f applicable, that the principal of the bonds may be converted into any class of our capital stock or other securities and the terms and conditions in respect of such conversion. Please note that Form S-3, General Instruction I.B.2 and I.C.2 cover primary offerings of non-convertible securities other than common equity. Please revise your description of your notes or provide your analysis of the transaction requirement you are relying on for this offering.
San Diego Gas & Electric Companys Response: In response to the Staffs comment, the Company has revised the description of its bonds on page 16 of the Amended Registration Statement to remove the reference to any potential convertibility of the bonds.
Any comments or questions regarding the foregoing should be directed to the undersigned at (858) 523-3959. Thank you in advance for your cooperation in connection with this matter.
|Very truly yours,
|/s/ Michael E. Sullivan, Esq.
Michael E. Sullivan, Esq.
of LATHAM & WATKINS LLP
Kevin Dougherty, U.S. Securities and Exchange Commission
Caroline A. Winn, San Diego Gas & Electric Company
James M. Spira, Esq., Sempra Energy
Gregory P. Rodgers, Esq., Latham & Watkins LLP