Southern California Gas : Form 8-K

8-K

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): May 17, 2023

Commission File Number		Exact Name of Registrants as Specified in their Charters, State of Incorporation, Address and Telephone Number		I.R.S. Employer Identification Number
1-14201		SEMPRA (A California Corporation) 488 8th Avenue San Diego, California92101 (619) 696-2000		33-0732627
1-01402		SOUTHERN CALIFORNIA GAS COMPANY (A California Corporation) 555 West Fifth Street Los Angeles, California90013 (213) 244-1200		95-1240705

(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 registrants 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:
Sempra Common Stock, without par value		SRE		New York Stock Exchange
Sempra 5.75% Junior Subordinated Notes Due 2079, $25 par value		SREA		New York Stock Exchange
Southern California Gas Company:
None

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
Sempra		☐
Southern California Gas 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.

Sempra		☐
Southern California Gas Company		☐

Item 8.01

Other Events.

On May 17, 2023, Southern California Gas Company (the "Company"), an indirect subsidiary of Sempra, entered into an underwriting agreement (the "Underwriting Agreement") with CIBC World Markets Corp., J.P. Morgan Securities LLC, Santander US Capital Markets LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC , as the representatives of the several underwriters named on Schedule I thereto (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $500,000,000 aggregate principal amount of its 5.200% First Mortgage Bonds, Series ZZ, due 2033 (the "Series ZZ Bonds") and $500,000,000 aggregate principal amount of its 5.750% First Mortgage Bonds, Series AAA, due 2053 (the "Series AAA Bonds") for resale at a public offering price of (i) 99.805% of the aggregate principal amount of the Series ZZ Bonds, and (ii) 99.516% of the aggregate principal amount of the Series AAA Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company's effective shelf registration statement on Form

S-3

(File

No. 333-270939).

A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form

8-K

and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit.

This Current Report on Form

8-K

does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit Number		Description of Exhibit
1.1		Underwriting Agreement, dated May 17, 2023, among Southern California Gas Company and the representatives of the several underwriters named therein.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.

		SEMPRA
Date: May 18, 2023			By:		/s/ Peter R. Wall
			Peter R. Wall
			Senior Vice President, Controller and Chief Accounting Officer

		SOUTHERN CALIFORNIA GAS COMPANY
Date: May 18, 2023			By:		/s/ Mia L. DeMontigny
			Mia L. DeMontigny
			Senior Vice President, Chief Financial Officer, Chief Accounting Officer and Treasurer