Registrant's telephone number, including area code
i(619)i696-2000
(Former
name or former address, if changed since last report.)
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SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
iSempra Energy Common Stock, without par value
iSRE
iNew York Stock Exchange
iSempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value
iSREA
iNew
York Stock Exchange
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 i☐
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 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.
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.
