重大事件
即時報告
8-K
2026-05-15
8-K 申報文件摘要
AI 繁中摘要
8-K 申報文件摘要
Sempra 間接附屬公司 Southern California Gas Company 於 2026 年 5 月 15 日完成一項公開債券發行，總本金額為 6.5 億美元。該批債券為 5.900% 第一抵押債券，系列 FFF，將於 2056 年 6 月 1 日到期（「債券」）。扣除包銷折扣及約 140 萬美元的其他發行費用後，發行所得淨額約為本金額的 98.661%。
債券自 2026 年 5 月 15 日起計息，年利率 5.900%，每半年於每年 6 月 1 日及 12 月 1 日支付利息，首次付息日為 2026 年 12 月 1 日。公司可選擇於到期前按指定贖回價贖回債券。是次發行根據公司早已提交的 S-3 註冊聲明進行，並已簽立相關補充契約。詳細條款載於隨附的補充契約及債券格式中。
今次發債為 Southern California Gas Company 的常規融資活動，為其長期項目提供資金。對投資者而言，該批長期債券提供穩定的 5.9% 年回報，但需注意利率風險及提前贖回風險。預期對 Sempra 整體財務狀況影響正面，有助優化資本結構。
展開英文正文
8-K CACA00010322080000092108falsefalse 0000092108 2026-05-15 2026-05-15 0000092108 sre:SempraMember 2026-05-15 2026-05-15 0000092108 us-gaap:CommonStockMember 2026-05-15 2026-05-15 0000092108 sre:Sempra575PercentJuniorSubordinatedNotesDue207925ParValueMember 2026-05-15 2026-05-15 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 May 15, 2026 Date of Report (Date of earliest event reported) Commission File No. Exact Name of Registrants as Specified in their Charters, Address and Telephone Number State of Incorporation I.R.S. Employer Identification Nos. Former name, former address and former fiscal year, if changed since last report 1-14201 SEMPRA California 33-0732627 No change 488 8th Avenue San Diego, California 92101 (619) 696-2000 1-01402 SOUTHERN CALIFORNIA GAS COMPANY California 95-1240705 No change 555 West 5th Street Los Angeles, California 90013 (213) 244-1200 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 15, 2026, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $650,000,000 aggregate principal amount of its 5.900% First Mortgage Bonds, Series FFF, due 2056 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $1.4 million) of 98.661% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on Form S-3 (File No. 333-295219). The Bonds were issued pursuant to a Supplemental Indenture, dated as of May 15, 2026 (the “Supplemental Indenture”), which is filed herewith as Exhibit 4.1. The Bonds will mature on June 1, 2056. The Bonds will bear interest at the rate of 5.900% per annum. Interest on the Bonds will accrue from May 15, 2026 and is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Bonds will be redeemable prior to maturity, at the Company’s option, at the redemption prices described in the form of Bond, which form is included in Exhibit 4.1 hereto. The foregoing description of some of the terms of the Bonds is not complete and is qualified in its entirety by the form of Bond and the Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the Underwriting Agreement, dated May 11, 2026, which was filed as Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 12, 2026. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Exhibit Description 4.1 Supplemental Indenture of Southern California Gas Company to U.S. Bank National Association, dated as of May 15, 2026. 4.2 Form of Series FFF Bond (included in Exhibit 4.1 hereto). 5.1 Opinion of Latham & Watkins LLP. 23.1 Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). SIGNATURES 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, (Registrant) Date: May 15, 2026 By: /s/ Dyan Z. Wold Dyan Z. Wold Vice President, Controller and Chief Accounting Officer SOUTHERN CALIFORNIA GAS COMPANY, (Registrant) Date: May 15, 2026 By: /s/ Sara P. Mijares Sara P. Mijares Vice President, Controller and Chief Accounting Officer