Item 8.01 Other Events.
On November 19, 2021, Sempra Energy (the “Company”) closed the public offering and sale of $1,000,000,000 aggregate principal amount of its 4.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2052 (the “notes”). Proceeds to the Company (after deducting underwriting discounts but before other expenses estimated at approximately $1,900,000) for the notes were approximately $990.0 million. The sale of the notes was registered under the Company’s effective Registration Statement on Form S-3 (Registration No. 333-239480). The notes will mature on April 1, 2052.
Interest on the notes accrues from and including November 19, 2021 and is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2022, and at maturity. The notes bear interest (i) from and including November 19, 2021 to, but excluding, April 1, 2027 at the rate of 4.125% per annum and (ii) from and including April 1, 2027, during each Reset Period at a rate per annum equal to the Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus a spread of 2.868%, to be reset on each Reset Date. So long as no event of default (as defined) with respect to the notes has occurred and is continuing, the Company may, at its option, defer interest payments on the notes, from time to time, for one or more deferral periods of up to 20 consecutive semi-annual interest payment periods each, except that no such optional deferral period may extend beyond the final maturity date of the notes.
At the Company’s option, the Company may redeem some or all of the notes from time to time on any day during any Par Call Period at a redemption price in cash equal to 100% of the principal amount of the notes to be redeemed, plus, subject to the terms and conditions of the notes, accrued and unpaid interest on the notes to be redeemed to, but excluding, the redemption date. At the Company’s option, the Company may also redeem all of the notes upon the occurrence of certain specified events at the redemption prices provided therein, plus accrued and unpaid interest on the notes to, but excluding, the redemption date.
The foregoing description of some of the terms of the notes is not complete and is qualified in its entirety by the form of note included in the Officers’ Certificate attached hereto as Exhibit 4.1, the Officers’ Certificate and the indenture (as defined below). The notes were issued pursuant to an indenture (the “indenture”) dated as of June 26, 2019 between the Company and U.S. Bank National Association, as trustee, which is incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 26, 2019. The Officers’ Certificate (including the form of note) is incorporated herein by reference. Further information regarding the sale of the notes is contained in the underwriting agreement, dated November 15, 2021, which is incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 16, 2021. Capitalized terms used, but not defined, in this Current Report on Form 8-K have the meanings set forth in Annex II of the Officers’ Certificate attached hereto as Exhibit 4.1.