Sempra Energy (SRE) Announces Proposed $1B Share Offering

Sempra (NYSE: SRE) today announced that it is commencing a registered public offering of $1,000,000,000 of shares of its common stock in connection with the forward sale agreements described below, subject to market and other conditions.

Sempra intends to grant the underwriters the option to purchase directly from Sempra up to an additional $150,000,000 of 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 expects to enter into forward sale agreements with Morgan Stanley and Citigroup (or their respective affiliates) (in such capacity, the forward purchasers) with respect to $1,000,000,000 of 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 $1,000,000,000 of 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 preliminary 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 preliminary prospectus supplement, together with the accompanying prospectus, also is 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.

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