Item 8.01 Other Events.
On October 1, 2021, Sempra Energy ("Sempra") completed the sale to KKR Pinnacle
Investor L.P. (as successor-in-interest to KKR Pinnacle Aggregator L.P.), an
affiliate of Kohlberg Kravis Roberts & Co. L.P. ("KKR"), of 20% of the equity
interests of Sempra's wholly owned subsidiary, Sempra Infrastructure Partners
(formerly Sempra Global), for an aggregate purchase price of $3.37 billion,
subject to certain post-closing adjustments (the "Minority Interest Sale").
Pursuant to an internal reorganization conducted by Sempra in connection with
the Minority Interest Sale, Sempra Infrastructure Partners holds the assets of
Sempra's liquefied natural gas business and Sempra's 99.9% ownership interest in
Infraestructura Energética Nova, S.A.B. de C.V. ("IEnova"). Upon completing the
Minority Interest Sale, Sempra and KKR entered into a limited partnership
agreement (the "LP Agreement") that governs their respective rights and
obligations in respect of their ownership of Sempra Infrastructure Partners.
Pursuant to the LP Agreement, Sempra generally maintains control of Sempra
Infrastructure Partners as the 80% owner, with KKR having certain minority
protections.
The Minority Interest Sale was completed pursuant to a purchase and contribution
agreement dated April 4, 2021, which was subsequently amended prior to
completion of the Minority Interest Sale to reflect, among other immaterial
revisions, the final consideration actually paid by Sempra to acquire the IEnova
ordinary shares it did not already own through its previously-announced and
completed stock-for-stock exchange offer and cash tender offer, which
consideration was used to determine the price per share paid by KKR for its
proportionate share of Sempra Infrastructure Partners' ownership interest in
IEnova. The terms of such agreement and the LP Agreement are described more
fully in Sempra's Current Report on Form 8-K filed with the U.S. Securities
and Exchange Commission on April 5, 2021, which is incorporated herein by
reference.
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