8-KAcquisitions & DispositionsOther EventsExhibits & Filings

SEMPRA 8-K Report, Acquisition Completed (Mar 9, 2018)

Filed March 9, 2018For Securities:SRESREA

Summary

Sempra Energy (SRE) has completed its acquisition of Energy Future Holdings Corp. (EFH) through a merger that closed on March 9, 2018. The company paid approximately $9.45 billion in cash for the merger, with an additional $26 million paid for a small incremental stake in Oncor Electric Delivery Company LLC (Oncor). This transaction significantly increases Sempra's ownership and control over Oncor, a major utility holding company, solidifying its strategic expansion in Texas. The financing for this substantial acquisition was primarily funded through the issuance of commercial paper and the settlement of forward sale agreements for Sempra common stock. The company issued approximately $2.6 billion in commercial paper with a weighted-average maturity of 47 days and a low interest rate of 2.2%. Additionally, Sempra settled approximately $900 million of forward stock sales by delivering over 8.5 million shares of its common stock. Investors should note that financial statements and pro forma information for the acquired business will be filed in an amendment to this report.

Key Highlights

  • 1Sempra Energy completed the acquisition of Energy Future Holdings Corp. (EFH) on March 9, 2018, via a merger.
  • 2The total cash consideration for the merger was approximately $9.45 billion.
  • 3Sempra also acquired an additional 0.22% stake in Oncor Electric Delivery Company LLC (Oncor) for $26 million, increasing its control.
  • 4The acquired EFH entity will operate as an indirect, wholly owned subsidiary of Sempra, renamed Sempra Texas Holdings Corp.
  • 5Financing for the merger involved approximately $900 million from the settlement of forward stock sale agreements.
  • 6Approximately $2.6 billion of the merger consideration was funded by commercial paper issuance.
  • 7Sempra has financial statements and pro forma information for the acquired business to be filed via amendment later.

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