(Sempra, 7.Nov.2023) — 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 10 Nov. 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 31 Dec. 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.