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
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Item 2.01 Completion of Acquisition or Disposition of Assets
On June 24, 2020, Sempra Energy International Holdings N.V. (“International Holdings”), an indirect wholly owned subsidiary of Sempra Energy, completed the sale, previously announced on October 15, 2019, of its 100% indirect interest in Chilquinta Energía S.A. (“Chilquinta”) and Tecnored S.A. (“Tecnored”) and its 50% interest in Eletrans S.A., Eletrans II S.A. and Eletrans III S.A. (collectively, “Eletrans”) to State Grid International Development Limited (the “Buyer”). Pursuant to the Purchase and Sale Agreement dated as of October 12, 2019, by and between International Holdings and the Buyer (the “Purchase and Sale Agreement”), International Holdings sold to the Buyer 100% of the outstanding interests of Inversiones Sempra Limitada and Sempra Americas Bermuda II Limited, which collectively own the direct and indirect interests in Chilquinta, Tecnored and Eletrans that were sold in the transaction, for an aggregate base purchase price of $2.23 billion, subject to post-closing adjustments.
Chilquinta is an electric distribution utility that serves a population of approximately two million in the regions of Valparaíso and Maule in central Chile. Tecnored is an energy-services company that provides electric construction and infrastructure services to Chilquinta. Eletrans is engaged in the construction, operation and maintenance of power transmission facilities in Chile.
As a result of this disposition, Sempra Energy expects to recognize a gain on sale of approximately $625 million ($240 million after tax), subject to post-closing adjustments.
The Purchase and Sale Agreement and the transactions contemplated thereby are more fully described in Sempra Energy’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on October 15, 2019, which description is incorporated herein by reference. Such description and the foregoing description do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Purchase and Sale Agreement, which is filed as Exhibit 2.1 hereto and to such Current Report on Form 8-K and is incorporated herein by reference. The closing of the sale of Chilquinta, Tecnored and Eletrans completes Sempra Energy’s plan to sell all of its South American businesses, which also included the sale of its ownership interests in its former Peruvian businesses that closed on April 24, 2020 and was previously reported in a Current Report on Form 8-K filed by Sempra Energy with the U.S. Securities and Exchange Commission with a filing date of April 29, 2020.
Item 9.01 Financial Statements and Exhibits
(b) Pro forma financial information.
Pro forma financial information with respect to the sale is not required to be filed with this Current Report on Form 8-K because Sempra Energy has previously reported the results of the disposed business as discontinued operations in its Annual Report on Form 10-K for the year ended December 31, 2019 and Quarterly Report on Form 10-Q for the period ended March 31, 2020.
(d) Exhibits.
| Exhibit Number | Exhibit Description | |||||||
| 2.1* | ||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
*Certain sensitive personally identifiable information in this exhibit was omitted by means of redacting a portion of the text and replacing it with [***].
SIGNATURE
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 hereunto duly authorized.
| SEMPRA ENERGY, | |||||
| (Registrant) | |||||
| Date: June 24, 2020 | By: /s/ Peter R. Wall | ||||
| Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | |||||