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): June 10, 2014
SEMPRA ENERGY
(Exact name of registrant as specified in its charter)
| CALIFORNIA | 1-14201 | 33-0732627 | ||
| (State or Other Jurisdiction of Incorporation |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 101 ASH STREET, SAN DIEGO, CALIFORNIA |
92101 | |||
| (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)) |
| Item 8.01 | Other Events. |
On June 13, 2014, Sempra Energy (the “Company”) closed the public offering and sale of $500,000,000 aggregate principal amount of its 3.55% Notes due 2024 (the “Notes”). Proceeds to the Company (after deducting underwriting discounts but before other expenses estimated at approximately $500,000) for the Notes was 99.058% of the aggregate principal amount of the Notes. The sale of the Notes was registered under the Company’s Registration Statement on Form S-3 (Registration No. 333-176855). The Notes will mature on June 15, 2024. Interest on the Notes accrues from June 13, 2014 and is payable on June 15 and December 15 of each year, beginning on December 15, 2014. The Notes will be redeemable prior to maturity, at the Company’s option, at the redemption prices and under the circumstances described in the form of Note, which form is attached hereto in Exhibit 4.1. Further information regarding the sale of the Notes is contained in the underwriting agreement, dated June 10, 2014, which is attached hereto as Exhibit 1.1.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated June 10, 2014, between Sempra Energy and the several underwriters named therein. | |
| 4.1 | Officers’ Certificate of the Company, including the form of 3.55% Note due 2024. | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (contained in the opinion filed as Exhibit 5.1 hereto). | |
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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 thereunto duly authorized.
| SEMPRA ENERGY | ||
| Date: June 13, 2014 | ||
| By: | /s/ Kathryn J. Collier | |
| Name: | Kathryn J. Collier | |
| Title: | Vice President and Treasurer | |
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EXHIBIT INDEX
| Exhibit |
Description | |
| 1.1 | Underwriting Agreement, dated June 10, 2014, between Sempra Energy and the several underwriters named therein. | |
| 4.1 | Officers’ Certificate of the Company, including the form of 3.55% Note due 2024. | |
| 5.1 | Opinion of Mayer Brown LLP. | |
| 23.1 | Consent of Mayer Brown LLP (contained in the opinion filed as Exhibit 5.1 hereto). | |
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