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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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 | ||||||||
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. ☐ | ||||||||
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of a Registrant.
Sempra Energy - Five Year, $4.0 Billion Revolving Credit Facility
On October 14, 2022, Sempra Energy (“Sempra”) entered into a Five Year Credit Agreement with a syndicate of 23 lenders for which Citibank, N.A. serves as administrative agent. No single lender has a commitment exceeding 6% of the credit facility amount.
The credit facility permits revolving credit borrowings by Sempra of up to $4.0 billion through October 14, 2027. It also provides for the issuance of up to $200 million (which amount may be increased to up to $500 million subject to obtaining commitments from lenders) of letters of credit on behalf of Sempra with the amount of borrowings otherwise available under the credit facility reduced by the amount of outstanding letters of credit.
Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Sempra has the right to increase, in one or more requests, the aggregate amount of the commitments by $1.0 billion.
Borrowings under the credit facility, none of which are outstanding, would bear interest at benchmark rates plus a margin that varies with Sempra’s credit ratings. The credit facility also requires Sempra to maintain at the end of each quarter a ratio of total indebtedness to total capitalization (each as defined in the credit facility) of no more than 65%.
The credit facility contains customary representations and warranties, covenants and events of default. In the case of an event of default, including cross defaults relating to certain other indebtedness of Sempra and certain material subsidiaries in excess of $250 million, the lenders may terminate the credit facility and declare the amounts outstanding (including accrued interest and unpaid fees) payable immediately. For events of default relating to insolvency or bankruptcy of Sempra and certain of its material subsidiaries, the commitments are automatically terminated and the amounts outstanding become payable immediately.
In connection with the effectiveness of the credit facility on October 14, 2022, Sempra terminated (a) its $1.25 billion Five Year Credit Agreement that was scheduled to expire in 2024 and (b) its $3.185 billion Five Year Credit Agreement that it assumed from Sempra Global in 2021 and that was scheduled to expire in 2024.
San Diego Gas & Electric Company - Five Year, $1.5 Billion Revolving Credit Facility
Also, on October 14, 2022, San Diego Gas & Electric Company, a regulated public utility and an indirect subsidiary of Sempra, entered into a Five Year Credit Agreement with a syndicate of 23 lenders for which JPMorgan Chase Bank, N.A. serves as administrative agent. No single lender has a commitment exceeding 6% of the credit facility amount.
The credit facility permits revolving credit borrowings by San Diego Gas & Electric Company of up to $1.5 billion through October 14, 2027. It also provides for the issuance of up to $100 million (which amount may be increased to up to $250 million subject to obtaining commitments from lenders) of letters of credit on behalf of San Diego Gas & Electric Company with the amount of borrowings otherwise available under the credit facility reduced by the amount of outstanding letters of credit.
Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, San Diego Gas & Electric Company has the right to increase, in one or more requests, the aggregate amount of the commitments by $400 million.
Borrowings under the credit facility, none of which are outstanding, would bear interest at benchmark rates plus a margin that varies with San Diego Gas & Electric Company’s credit rating. The credit facility also requires San Diego Gas & Electric Company to maintain at the end of each quarter a ratio of total indebtedness to total capitalization (each as defined in the credit facility) of no more than 65%.
The credit facility contains customary representations and warranties, covenants and events of default. In the case of an event of default, including cross defaults relating to certain other indebtedness of San Diego Gas & Electric Company and certain of its material subsidiaries (if any such subsidiaries then exist) in excess of $250 million, the lenders may terminate the credit facility and declare the amounts outstanding (including accrued interest and unpaid fees) payable immediately. For events of default relating to insolvency or bankruptcy of San Diego Gas & Electric Company and certain of its material subsidiaries (if any such subsidiaries then exist), the commitments are automatically terminated and the amounts outstanding become payable immediately.
In connection with the effectiveness of the credit facility on October 14, 2022, San Diego Gas & Electric Company terminated its $1.5 billion Five Year Credit Agreement that was scheduled to expire in 2024.
Southern California Gas Company – Five Year, $1.2 Billion Revolving Credit Facility
Also, on October 14, 2022, Southern California Gas Company, a regulated public utility and an indirect subsidiary of Sempra, entered into a Five Year Credit Agreement with a syndicate of 23 lenders for which JPMorgan Chase Bank, N.A. serves as administrative agent. No single lender has a commitment exceeding 6% of the credit facility amount.
The credit facility permits revolving credit borrowings by Southern California Gas Company of up to $1.2 billion through October 14, 2027. It also provides for the issuance of up to $150 million (which amount may be increased to up to $250 million subject to obtaining commitments from lenders) of letters of credit on behalf of Southern California Gas Company with the amount of borrowings otherwise available under the credit facility reduced by the amount of outstanding letters of credit.
Subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, Southern California Gas Company has the right to increase, in one or more requests, the aggregate amount of the commitments by $300 million.
Borrowings under the credit facility, none of which are outstanding, would bear interest at benchmark rates plus a margin that varies with Southern California Gas Company’s credit rating. The credit facility also requires Southern California Gas Company to maintain at the end of each quarter a ratio of total indebtedness to total capitalization (each as defined in the credit facility) of no more than 65%.
The credit facility contains customary representations and warranties, covenants and events of default. In the case of an event of default, including cross defaults relating to certain other indebtedness of Southern California Gas Company and certain of its material subsidiaries (if any such subsidiaries then exist) in excess of $250 million, the lenders may terminate the credit facility and declare the amounts outstanding (including accrued interest and unpaid fees) payable immediately. For events of default relating to insolvency or bankruptcy of Southern California Gas Company and certain of its material subsidiaries (if any such subsidiaries then exist), the commitments are automatically terminated and the amounts outstanding become payable immediately.
In connection with the effectiveness of the credit facility on October 14, 2022, Southern California Gas Company terminated its $750 million Five Year Credit Agreement that was scheduled to expire in 2024.
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: October 17, 2022 | By: /s/ Peter R. Wall | ||||
Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer | |||||