Sempra Energy Announces Pricing of Public Offerings of Common Stock and Mandatory Convertible Preferred Stock

SAN DIEGO, Jan. 4, 2018 /PRNewswire/ -- Sempra Energy (NYSE: SRE) today announced that it has priced its concurrent offerings (the equity offerings) of 23,364,486 shares of its common stock in connection with the forward sale agreements described below at $107 per share and 15,000,000 shares of its 6-percent Mandatory Convertible Preferred Stock, Series A, at $100 per share, each in a separate registered public offering. The equity offerings are expected to close on or about Jan. 9, 2018, subject to customary closing conditions. In addition, the underwriters in the respective equity offerings have been granted the option to purchase directly from Sempra Energy up to an additional 3,504,672 shares of its common stock and up to an additional 2,250,000 shares of its Mandatory Convertible Preferred Stock.

These offerings are being made by means of separate prospectus supplements and are not contingent on each other or upon the consummation of Sempra Energy's pending acquisition (the merger) of Energy Future Holdings Corp. (EFH), including EFH's indirect, approximately 80-percent ownership of Oncor Electric Delivery Company LLC (Oncor).

The net proceeds from the Mandatory Convertible Preferred Stock offering will be approximately $1.47 billion, after deducting the underwriting discount, but before deducting estimated offering expenses payable by Sempra Energy. Sempra Energy expects to use the net proceeds from the Mandatory Convertible Preferred Stock offering and the related sale of shares of its common stock pursuant to the forward sale agreements referred to below, together with the net proceeds from planned future debt financings, which may include the issuance of its debt securities, commercial paper supported by its revolving credit facilities and borrowings under its revolving credit facilities, to finance the merger and related costs and expenses or, in the case of any proceeds received from settlements under the forward sale agreements that occur after the closing of the proposed merger, to repay indebtedness incurred to finance a portion of the cost of the merger and related costs and expenses. If for any reason the merger is not completed on or prior to Dec. 1, 2018, or the related merger agreement is terminated on or prior to that date, then Sempra Energy expects to use the net proceeds from the equity offerings for general corporate purposes, which may include, in Sempra Energy's sole discretion, the voluntary redemption of the Mandatory Convertible Preferred Stock, debt repayment, including repayment of commercial paper, capital expenditures, investments and possibly repurchases of its common stock at the discretion of its board of directors.

Morgan Stanley, RBC Capital Markets and Barclays are acting as joint bookrunners of the equity offerings and representatives of the underwriters.

In connection with the common stock offering, Sempra Energy has entered into forward sale agreements with each of Morgan Stanley & Co. LLC, an affiliate of RBC Capital Markets, LLC and an affiliate of Barclays Capital Inc. (in such capacity, the forward purchasers) with respect to 23,364,486 shares of its common stock. In connection with the forward sale agreements, the forward purchasers or their affiliates (in such capacity, the forward sellers) are expected to borrow from third parties and sell to the underwriters of the common stock offering for resale by such underwriters in such offering, an aggregate of 23,364,486 shares of the common stock. If, however, the forward purchasers determine in good faith, after using commercially reasonable efforts, that the forward sellers are unable to borrow and deliver to the underwriters any such shares of common stock, or the forward sellers are unable to borrow and deliver to the underwriters any such shares at a stock loan rate not greater than a specified rate, Sempra Energy will issue and sell to the underwriters a number of shares of common stock equal to the number of shares that the forward sellers did not deliver.

Sempra Energy will not initially receive any proceeds from the sale of common stock sold by the forward sellers to the underwriters. Instead, subject to its right to elect cash settlement or net share settlement subject to certain conditions, Sempra Energy intends to deliver, upon physical settlement of such forward sale agreements on one or more dates specified by Sempra Energy occurring no later than Dec. 15, 2019, an aggregate of 23,364,486 shares of its common stock to the forward purchasers 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 common stock offering, less underwriting discounts and commissions, as subsequently adjusted as provided in the forward sale agreements.

Each share of Mandatory Convertible Preferred Stock will be issued with a liquidation preference of $100 per share.

Unless earlier converted or redeemed, each share of Mandatory Convertible Preferred Stock will automatically convert into a variable number of shares of Sempra Energy's common stock on the mandatory conversion date, which is expected to be Jan. 15, 2021. The number of shares of Sempra Energy's common stock issuable on mandatory conversion will be determined based on the average volume-weighted average price of Sempra Energy's common stock over the 20-trading day period commencing on and including the 21st scheduled trading day prior to Jan. 15, 2021.

Dividends on the shares of Mandatory Convertible Preferred Stock will be payable on a cumulative basis when, as and if declared by Sempra Energy's board of directors, at an annual rate of 6 percent on the liquidation preference of $100 per share. The dividends may be paid in cash or, subject to certain limitations, in shares of Sempra Energy common stock or, at Sempra Energy's election, any combination of cash and shares of common stock on Jan. 15, April 15, July 15 and Oct. 15 of each year, commencing on April 15, 2018, and to, and including, Jan. 15, 2021.

The offerings are being made pursuant to an effective shelf registration statement filed with the U.S. Securities and Exchange Commission (SEC). Each offering is being made only by means of a prospectus supplement relating to such offering 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 each final 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 statements that are not historical fact and constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements can be identified by words such as "believes," "expects," "anticipates," "plans," "estimates," "projects," "forecasts," "contemplates," "assumes," "depends," "should," "could," "would," "will," "confident," "may," "can," "potential," "possible," "proposed," "target," "pursue," "outlook," "maintain," or similar expressions or discussions of guidance, strategies, plans, goals, opportunities, projections, initiatives, objectives or intentions. Such forward-looking statements include, among other things, statements related to Sempra Energy's expectations regarding the completion and timing of its public offerings, the expected physical settlement of the forward sale agreements, and use of proceeds. Forward-looking statements are not guarantees of performance. They involve risks, uncertainties and assumptions. Future results may differ materially from those expressed in the forward-looking statements.

Factors, among others, that could cause actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to: the impact of current global economic, credit and market conditions and the satisfaction of customary closing conditions related to the offerings, as well as risks and uncertainties associated with our business in general, including, actions and the timing of actions, including decisions, new regulations, and issuances of permits and other authorizations by the California Public Utilities Commission, U.S. Department of Energy, California Division of Oil, Gas, and Geothermal Resources, Federal Energy Regulatory Commission, U.S. Environmental Protection Agency, Pipeline and Hazardous Materials Safety Administration, Los Angeles County Department of Public Health, states, cities and counties, and other regulatory and governmental bodies in the United States and other countries in which we operate; the timing and success of business development efforts and construction projects, including risks in obtaining or maintaining permits and other authorizations on a timely basis, risks in completing construction projects on schedule and on budget, and risks in obtaining the consent and participation of partners; the resolution of civil and criminal litigation and regulatory investigations; deviations from regulatory precedent or practice that result in a reallocation of benefits or burdens among shareholders and ratepayers; modifications of settlements; delays in, or disallowance or denial of, regulatory agency authorizations to recover costs in rates from customers (including with respect to regulatory assets associated with the San Onofre Nuclear Generating Station facility and 2007 wildfires) or regulatory agency approval for projects required to enhance safety and reliability; the availability of electric power, natural gas and liquefied natural gas, and natural gas pipeline and storage capacity, including disruptions caused by failures in the transmission grid, moratoriums or limitations on the withdrawal or injection of natural gas from or into storage facilities, and equipment failures; changes in energy markets; volatility in commodity prices; moves to reduce or eliminate reliance on natural gas; the impact on the value of our investment in natural gas storage and related assets from low natural gas prices, low volatility of natural gas prices and the inability to procure favorable long-term contracts for storage services; risks posed by actions of third parties who control the operations of our investments, and risks that our partners or counterparties will be unable or unwilling to fulfill their contractual commitments; weather conditions, natural disasters, accidents, equipment failures, computer system outages, explosions, terrorist attacks and other events that disrupt our operations, damage our facilities and systems, cause the release of greenhouse gases, radioactive materials and harmful emissions, cause wildfires and subject us to third-party liability for property damage or personal injuries, fines and penalties, some of which may not be covered by insurance (including costs in excess of applicable policy limits) or may be disputed by insurers; cybersecurity threats to the energy grid, storage and pipeline infrastructure, the information and systems used to operate our businesses and the confidentiality of our proprietary information and the personal information of our customers and employees; capital markets and economic conditions, including the availability of credit and the liquidity of our investments; fluctuations in inflation, interest and currency exchange rates and our ability to effectively hedge the risk of such fluctuations; the impact of changes in the tax code as a result of recent federal tax reform and uncertainty as to how certain of those changes may be applied; actions by credit rating agencies to downgrade credit ratings of us or our subsidiaries or to place those ratings on negative outlook; changes in foreign and domestic trade policies and laws, including border tariffs, revisions to international trade agreements, such as the North American Free Trade Agreement, and changes that make our exports less competitive or otherwise restrict our ability to export or resolve trade disputes; the ability to win competitively bid infrastructure projects against a number of strong and aggressive competitors; expropriation of assets by foreign governments and title and other property disputes; the impact on reliability of San Diego Gas & Electric Company's (SDG&E) electric transmission and distribution system due to increased amount and variability of power supply from renewable energy sources; the impact on competitive customer rates due to the growth in distributed and local power generation and the corresponding decrease in demand for power delivered through SDG&E's electric transmission and distribution system and from possible departing retail load resulting from customers transferring to Direct Access and Community Choice Aggregation or other forms of distributed and local power generation, and the potential risk of nonrecovery for stranded assets and contractual obligations; and other uncertainties, some of which may be difficult to predict and are beyond our control.

Additional forward-looking statements include, but are not limited to, statements about the completion of the merger and the expected financing plans for the merger, and other statements that are not historical facts. Additional factors that could cause actual results and future actions to differ materially from those described in any such forward-looking statements include risks and uncertainties relating to: the risk that Sempra Energy, EFH or Oncor may be unable to obtain bankruptcy court and governmental and regulatory approvals required for the merger, or that required bankruptcy court and governmental and regulatory approvals may delay the merger or result in the imposition of conditions that could cause the parties to abandon the transaction or be onerous to Sempra Energy; the risk that a condition to closing of the merger may not be satisfied; the risk that the transaction may not be completed for other reasons, or may not be completed on the terms or timing currently contemplated; the risk that the anticipated benefits from the transaction may not be fully realized or may take longer to realize than expected; the risk that Sempra Energy may be unable to obtain the external financing necessary to pay the consideration and expenses related to the merger on terms favorable to Sempra Energy, if at all; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; the diversion of management time and attention to merger-related issues; and related legal, accounting and other costs, whether or not the merger is completed; and the risk that Oncor will eliminate or reduce its quarterly dividends due to its requirement to meet and maintain its new required regulatory capital structure, or because any of the three major credit rating agencies rates its senior secured debt securities below BBB (or its equivalent) or its independent directors determine it is in the best interest of Oncor to retain such amounts to meet future capital expenditures.

These risks and uncertainties are further discussed in the prospectus supplement and accompanying prospectus for each offering and in the reports that Sempra Energy has filed with the SEC that are incorporated by reference therein. These reports are available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov. Investors should not rely unduly on any forward-looking statements. These forward-looking statements speak only as of the date hereof, and the company undertakes no obligation to update or revise these forecasts or projections or other forward-looking statements, whether as a result of new information, future events or otherwise.

Sempra South American Utilities, Sempra Infrastructure, Sempra LNG & Midstream, Sempra Renewables, Sempra Mexico and Infraestructura Energética Nova, S.A.B. de C.V. (IEnova) are not the same as the California Utilities, San Diego Gas & Electric Company (SDG&E) or Southern California Gas Company (SoCalGas), and are not regulated by the California Public Utilities Commission.

UNDERWRITER CONTACT INFORMATION

SOURCE Sempra Energy

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