Company Update

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): September 21, 2020   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 ENERGY (A California Corporation) 488 8th Avenue San Diego , California 92101 (619) 696-2000   33-0732627 1-01402   SOUTHERN CALIFORNIA GAS COMPANY (A California Corporation) 555 West Fifth Street Los Angeles , California 90013 (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 registrant 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 Energy:     Sempra Energy Common Stock, without par value   SRE   NYSE Sempra Energy 6% Mandatory Convertible Preferred Stock, Series A, $100 liquidation preference   SRE.PRA   NYSE Sempra Energy 6.75% Mandatory Convertible Preferred Stock, Series B, $100 liquidation preference   SRE.PRB   NYSE Sempra Energy 5.75% Junior Subordinated Notes Due 2079, $25 par value   SREA   NYSE 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 Energy    ☐ 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 Energy    ☐ Southern California Gas Company    ☐       Item 8.01 Other Events. On September 21, 2020, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra Energy, closed its previously announced public offering and sale of $300,000,000 aggregate principal amount of its Floating Rate Notes due 2023 (the “Notes”) with proceeds to the Company (after deducting the underwriting discount but before the Company’s other expenses estimated at approximately $800,000) of 99.650% of the aggregate principal amount of the Notes. The sale of the Notes was registered under the Company’s Registration Statement on Form S-3 (File No. 333-237770). The Notes were issued pursuant to a Senior Indenture dated as of September 21, 2020, which is filed herewith as Exhibit 4.1, and an Officers’ Certificate of the Company dated as of September 21, 2020, which is filed herewith as Exhibit 4.2 and includes the form of Note. The Notes will mature on September 14, 2023. The Notes will bear interest at a per annum rate equal to the 3 Month LIBOR Rate (as defined in the Notes), reset quarterly as described in the Notes, plus 35 basis points, subject to the provisions in the Notes pursuant to which the interest rate on the Notes will be determined by reference to a different base rate than the 3 Month LIBOR Rate if the Company or its Designee determines that a Benchmark Transition Event and its related Benchmark Replacement Date (as such terms are defined in the Notes) have occurred. Interest on the Notes will accrue from September 21, 2020 and is payable quarterly in arrears on March 14, June 14, September 14 and December 14 of each year, beginning on December 14, 2020 (subject to possible adjustment of such interest payment dates as described in the Notes), and at maturity. On and after March 14, 2021, the Company may, at its option, redeem the Notes at any time in whole or from time to time in part at a redemption price equal to 100% of the principal amount of the Notes to be redeemed, plus accrued and unpaid interest on the Notes being redeemed to the redemption date. The foregoing description of some of the terms of the Notes is not complete and is qualified in its entirety by the form of Note, the Officers’ Certificate and the Senior Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Notes is contained in the Underwriting Agreement, dated September 14, 2020, which is 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 September 17, 2020.   Item 9.01 Financial Statements and Exhibits. (d) Exhibits   Exhibit Number    Description of Exhibit   4.1    Senior Indenture, dated as of September 21, 2020, between Southern California Gas Company and U.S. Bank National Association, as trustee.   4.2    Officers’ Certificate of Southern California Gas Company, including the form of its Floating Rate Note due 2023.   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). 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 ENERGY Date: September 21, 2020       By: /s/ Peter R. Wall       Peter R. Wall Senior Vice President, Controller and Chief Accounting Officer       SOUTHERN CALIFORNIA GAS COMPANY Date: September 21, 2020       By: /s/ Mia L. DeMontigny       Mia L. DeMontigny Vice President, Controller, Chief Financial Officer, Chief Accounting Officer and Treasurer