Sempra Energy's (SRE) IEnova Unit Prices 344.93M Share Follow-on Offering

October 14, 2016 5:44 AM EDT

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Sempra Energy (NYSE: SRE) announced that its Mexican subsidiary, Infraestructura Energética Nova, S.A.B. de C.V. (IEnova), has priced its international private offering and its concurrent public offering in Mexico of 344,932,264 shares of Class II, Single Series, common stock, at an offering price of 80.00 pesos per share, which is equivalent to approximately US$4.22 per share based on an exchange rate of 18.9622 pesos to US$1.00 as of Oct. 13, 2016 as published by Banco de México.

The net proceeds from the offerings are estimated to be approximately 27.12 billion pesos (US$1.43 billion, based on the above exchange rate), and after deducting underwriting discounts, commissions and estimated offering expenses payable by IEnova, and prior to any exercise of the 30-day overallotment option. Settlement of the offerings is expected to occur on Oct. 19, 2016, subject to the completion of customary closing conditions.

IEnova expects to use the net proceeds from the offerings for repayment of Sempra Energy's bridge financing of the recent purchase of PEMEX's 50-percent stake in Gasoductos de Chihuahua; funding a portion of the potential acquisition of the Ventika windfarms; capital expenditures; and general corporate purposes.

The initial purchasers in the private offering and the underwriters in the Mexican public offering have been granted a 30-day option to purchase up to an additional 35,067,736 shares of common stock at the offering price, less the underwriting discount, to cover overallotments, if any. The aggregate shares of common stock to be sold in the follow-on offerings represent approximately 23.0 percent of IEnova's outstanding shares (and approximately 24.8 percent of IEnova's shares if the 30-day overallotment option is exercised in full).

Through a wholly owned subsidiary, Sempra Energy agreed to purchase approximately US$350.70 million of common stock in the offerings. Immediately following the closing of the offerings, Sempra Energy will own approximately 68.0 percent of IEnova's outstanding shares (and approximately 66.4 percent of IEnova's outstanding shares if the 30-day overallotment option is exercised in full).

The private offering is exempt from registration under the U.S. Securities Act of 1933, as amended (the Securities Act). The shares in the private offering will be offered and sold only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the U.S., in accordance with Regulation S under the Securities Act. The shares have not been registered under the Securities Act or any state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act and applicable state securities laws.



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