SAN
DIEGO, Nov. 7, 2023 /PRNewswire/ -- Sempra (NYSE:
SRE) (BMV: SRE) today announced that it has priced its registered
public offering of 17,142,858 shares of its common stock in
connection with the forward sale agreements described below at
$70.00 per share. The offering
is expected to close on or about November
10, 2023, subject to customary closing conditions. In
addition, the underwriters have been granted the option to purchase
directly from Sempra up to an additional 2,571,428 shares of
its common stock, solely to cover over-allotments, if any.
Morgan Stanley and Citigroup are acting as joint bookrunners of
the offering and representatives of the underwriters.
In connection with the offering, Sempra has entered into forward
sale agreements with Morgan Stanley and Citigroup (or their
respective affiliates) (in such capacity, the forward purchasers)
with respect to 17,142,858 shares of its common stock. In
connection with the forward sale agreements, the forward purchasers
or their respective affiliates (in such capacity, the forward
sellers) are expected to borrow from third parties and sell to the
underwriters for resale by such underwriters in the
offering an aggregate of 17,142,858 shares of Sempra's
common stock. If any forward seller does not deliver and sell all
of the shares of Sempra's common stock it is to deliver and sell to
the underwriters, Sempra will issue and sell directly to the
underwriters the number of shares of its common stock not delivered
by the forward seller.
Sempra will not receive any proceeds from the sale of common
stock borrowed and sold in connection with the forward sale
agreements. Instead, subject to its right to elect cash settlement
or net share settlement under certain conditions, Sempra intends to
deliver, upon physical settlement of such forward sale agreements
on one or more dates specified by Sempra occurring no later
than December 31, 2024, an aggregate number of shares of
its common stock equal to the number of shares borrowed and sold in
the offering, in exchange for cash proceeds per share equal to the
applicable forward sale price per share, which will initially be
equal to the public offering price per share in the offering less
the underwriting discount. The initial forward sale price is
subject to subsequent adjustment from time to time as provided
in the forward sale agreements. Sempra intends to use a substantial
portion of any net proceeds from the offering, including the net
proceeds it receives from the settlement of the forward sale
agreements, for working capital and other general corporate
purposes, including to partly finance its long-term capital plan
and to repay commercial paper and potentially other
indebtedness.
The offering is being made pursuant to an effective shelf
registration statement filed with the U.S. Securities and Exchange
Commission (SEC). The offering is being made only by means of a
prospectus supplement and the accompanying base prospectus, copies
of which may be obtained by contacting the representatives of the
underwriters using the information provided below under
"Underwriter Contact Information." An electronic copy of the
prospectus supplement, together with the accompanying prospectus,
will be available on the SEC's website, www.sec.gov.
This press release shall not constitute an offer to sell or a
solicitation of an offer to buy the securities described herein,
nor shall there be any sale of these securities in any state or
other jurisdiction in which such an offer, solicitation or sale
would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
This press release contains forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of
1995. Forward-looking statements are based on assumptions about the
future, involve risks and uncertainties, and are not guarantees.
Future results may differ materially from those expressed or
implied in any forward-looking statement. These forward-looking
statements represent our estimates and assumptions only as of the
date of this press release. We assume no obligation to update or
revise any forward-looking statement as a result of new
information, future events or otherwise.
In this press release, forward-looking statements can be
identified by words such as "believe," "expect," "intend,"
"anticipate," "contemplate," "plan," "estimate," "project,"
"forecast," "should," "could," "would," "will," "confident," "may,"
"can," "potential," "possible," "proposed," "in process,"
"construct," "develop," "opportunity," "initiative," "target,"
"outlook," "optimistic," "poised," "maintain," "continue,"
"progress," "advance," "goal," "aim," "commit," or similar
expressions, or when we discuss our guidance, priorities, strategy,
goals, vision, mission, opportunities, projections, intentions or
expectations. Such forward-looking statements include, among
other things, statements related to Sempra's expectations regarding
the completion and timing of its public offering; whether the
underwriters exercise their option to purchase additional shares of
Sempra's common stock, solely to cover over-allotments, if any; the
settlement of the forward sale agreements; and its use of any net
proceeds from the offering.
Factors, among others, that could cause actual results and
events to differ materially from those expressed or implied in any
forward-looking statement include: California wildfires, including potential
liability for damages regardless of fault and any inability to
recover all or a substantial portion of costs from insurance, the
wildfire fund established by California Assembly Bill 1054, rates
from customers or a combination thereof; decisions, investigations,
inquiries, regulations, denials or revocations of permits,
consents, approvals or other authorizations, renewals of
franchises, and other actions by the (i) California Public
Utilities Commission (CPUC), Comisión Reguladora de Energía, U.S.
Department of Energy, U.S. Federal Energy Regulatory Commission,
Public Utility Commission of Texas, U.S. Internal Revenue Service, and
other governmental and regulatory bodies and (ii) U.S.,
Mexico and states, counties,
cities and other jurisdictions therein and in other countries where
we do business; the success of business development efforts,
construction projects, acquisitions, divestitures, and other
significant transactions, including risks in (i) being able to make
a final investment decision, (ii) completing construction projects
or other transactions on schedule and budget, (iii) realizing
anticipated benefits from any of these efforts if completed, and
(iv) obtaining third-party consents and approvals; macroeconomic
trends or other factors that could change our capital expenditure
plans and their potential impact on rate base or other growth;
litigation, arbitrations, property disputes and other proceedings,
and changes to laws and regulations, including those related to tax
and trade policy and the energy industry in Mexico; cybersecurity threats, including by
state and state-sponsored actors, of ransomware or other attacks on
our systems or the systems of third parties with which we conduct
business, including the energy grid or other energy infrastructure,
all of which continue to become more pronounced; the availability,
uses, sufficiency, and cost of capital resources and our ability to
borrow money or otherwise raise capital on favorable terms and meet
our obligations, including due to (i) actions by credit rating
agencies to downgrade our credit ratings or place those ratings on
negative outlook, (ii) instability in the capital markets, or (iii)
rising interest rates and inflation; failure of foreign
governments, state-owned entities and our counterparties to honor
their contracts and commitments; the impact on affordability of San
Diego Gas & Electric Company's (SDG&E) and Southern
California Gas Company's (SoCalGas) customer rates and their cost
of capital and on SDG&E's, SoCalGas' and Sempra
Infrastructure's ability to pass through higher costs to customers
due to (i) volatility in inflation, interest rates and commodity
prices, (ii) with respect to SDG&E's and SoCalGas' businesses,
the cost of the clean energy transition in California, and (iii) with respect to Sempra
Infrastructure's business, volatility in foreign currency exchange
rates; the impact of climate and sustainability policies, laws,
rules, regulations, disclosures and trends, including actions to
reduce or eliminate reliance on natural gas, increased uncertainty
in the political or regulatory environment for California natural gas distribution companies,
the risk of nonrecovery for stranded assets, and our ability to
incorporate new technologies; weather, natural disasters,
pandemics, accidents, equipment failures, explosions, terrorism,
information system outages or other events that disrupt our
operations, damage our facilities or systems, cause the release of
harmful materials or fires or subject us to liability for damages,
fines and penalties, some of which may not be recoverable through
regulatory mechanisms or insurance or may impact our ability to
obtain satisfactory levels of affordable insurance; the
availability of electric power, natural gas and natural gas storage
capacity, including disruptions caused by failures in the
transmission grid, pipeline system or limitations on the withdrawal
of natural gas from storage facilities; Oncor Electric Delivery
Company LLC's (Oncor) ability to reduce or eliminate its quarterly
dividends due to regulatory and governance requirements and
commitments, including by actions of Oncor's independent directors
or a minority member director; and other uncertainties, some of
which are difficult to predict and beyond our control.
These risks and uncertainties are further discussed in the
prospectus supplement and accompanying prospectus for the offering
and in the reports that Sempra has filed with the U.S. Securities
and Exchange Commission (SEC) that are incorporated by reference
therein. These reports are available through the EDGAR system
free-of-charge on the SEC's website, sec.gov. Investors should not
rely unduly on any forward-looking statements.
Sempra Infrastructure, Sempra Infrastructure Partners, Sempra
Texas, Sempra Texas Utilities, Oncor and Infraestructura Energética
Nova, S.A.P.I. de C.V. (IEnova) are not the same companies as the
California utilities, SDG&E or
SoCalGas, and Sempra Infrastructure, Sempra Infrastructure
Partners, Sempra Texas, Sempra Texas Utilities, Oncor and IEnova
are not regulated by the CPUC.
Underwriter Contact Information:
Morgan Stanley &
Co. LLC
180 Varick Street, 2nd Floor
New York, NY
10014
Attn: Prospectus
Department
|
Citigroup Global
Markets Inc.
c/o Broadridge
Financial Solutions
1155 Long Island
Avenue
Edgewood, NY
11717
(Tel: 800-831-9146)
|
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SOURCE Sempra