Sempra Announces Integrated Transactions

(Sempra, 2.Dec.2020) — Sempra Energy announced a series of integrated transactions intended to simplify its energy infrastructure investments under one platform – creating scale, unlocking portfolio synergies and better positioning the business for growth.

To accomplish this, the company announced its intention to launch a stock-for-stock exchange offer for the publicly traded shares of IEnova (Infraestructura Energética Nova, S.A.B de C.V.), with the Sempra Energy exchange shares to be listed on the Mexican stock exchange (Bolsa Mexicana de Valores, S.A.B de C.V.) (BMV).

In addition, the company announced plans for the formation of a new business platform, Sempra Infrastructure Partners, combining the strengths of Sempra LNG, a leading developer of liquefied natural gas (LNG) export infrastructure, and IEnova, one of the largest private energy companies in Mexico and a leading developer and operator of pipeline, storage and renewables infrastructure. Lastly, the company intends to sell a non-controlling interest in Sempra Infrastructure Partners in order to fund growth and highlight the underlying value of the platform. Subject to obtaining all required regulatory approvals and the satisfaction of other customary conditions, the company expects to complete these transactions in the first quarter of 2021.

“We are excited about today’s announcement. In large measure, it is because we believe Sempra Infrastructure Partners is well positioned to be a leader in the global energy transition,” said Jeffrey W. Martin, chairman and CEO of Sempra Energy.

“By focusing on the critical need for new energy infrastructure right here in North America, both Sempra LNG and IEnova have created a significant pipeline of development projects that are expected to provide differentiated growth for decades to come. More importantly, this will provide an improved platform for innovation and potential new investments in renewables, hydrogen, energy storage and carbon sequestration,” Martin said.

“We are especially excited to be listing Sempra Energy shares on the BMV,” added Martin. “Many of Mexico’s most successful companies are listed there, and our plans to list our shares locally is a positive affirmation of our commitment to Mexico and desire to continue investing in the country and improving economic prosperity. As part of Sempra Energy’s family of companies, IEnova has delivered critical energy infrastructure to the country of Mexico for over two decades, supporting economic growth and the health and wellbeing of millions. With the proposed transactions announced today, we are proud to reaffirm our belief in Mexico’s bright future and look forward to helping both Mexico and the US unlock greater opportunities for continued economic collaboration, expansion and prosperity.”

Sempra Energy to Launch Stock-for-Stock Exchange Offer for IEnova Stock

Sempra also announced its intent to launch an exchange offer to acquire all the outstanding shares of IEnova not owned by Sempra Energy at an exchange ratio of 0.0313 shares of Sempra Energy common stock for each ordinary share of IEnova stock. As part of the exchange offer, the company intends to list its exchange shares on the BMV.

On 1 December 2020, the company presented a non-binding offer to IEnova consisting of a fixed exchange ratio implying a price of 82 Mexican pesos per IEnova ordinary share, representing premiums of 11.6% and 22.6% over IEnova’s 30-day and 90-day volume-weighted average stock prices, respectively. It also represents a 51.4% premium over IEnova’s 52-week low(1) stock price. To facilitate the exchange, Sempra Energy has filed a preliminary prospectus and exchange offer documents with the Mexican National Banking and Securities Commission (Comisión Nacional Bancaria y de Valores) (CNBV) and the BMV, and intends to file a registration statement on Form S-4 with the US Securities and Exchange Commission (SEC). The company is targeting to complete the exchange offer by the end of the first quarter 2021, subject to authorization from the SEC, CNBV and BMV.

Sempra Energy to Form Sempra Infrastructure Partners

This new business platform is intended to simplify and add scale to the company’s North American infrastructure business. Sempra Infrastructure Partners will focus on the development and construction of North American LNG export infrastructure, natural gas infrastructure and renewable energy generation, with a view towards strengthening energy infrastructure investments in North America, supporting economic growth in the US and Mexico, and facilitating the global energy transition. Sempra Infrastructure Partners will include, among other assets:

— The LNG portfolio consisting of approximately 45 million tonnes per annum (Mtpa) of LNG export capacity in development, construction or operation on the North American Pacific and Gulf Coasts;

— The natural gas infrastructure portfolio consisting of distribution companies and certain cross-border and in-country pipelines, including those that export US natural gas to Mexico and supply the Energía Costa Azul LNG facility; and

— The renewable portfolio consisting of roughly 4 gigawatts (GW) of renewable energy generation in development, construction or operation in Mexico and related electric transmission infrastructure.

Sempra Energy to Fund Growth Through Sale of Non-Controlling Interest in Sempra Infrastructure Partners

The company has initiated a process to sell a non-controlling interest in Sempra Infrastructure Partners to fund growth and highlight the value of the overall portfolio. The company is targeting an investment grade rating from the credit rating agencies for the new entity. Closing of the sale of a non-controlling interest in Sempra Infrastructure Partners is expected by the end of the first quarter 2021.

Sempra Energy to Host Webcast and Conference Call on Dec. 4, 2020

As a follow-on to today’s announcement, the company will host a conference call on 4 December at 12 p.m. ET with senior management of the company. Investors, media, analysts and the public may listen to a live webcast of the conference call on the company’s website, sempra.com, by clicking on the appropriate audio link.

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