8-KMaterial AgreementsExhibits & Filings

SEMPRA 8-K Report, Material Agreement (Sep 20, 2018)

Filed September 20, 2018For Securities:SRESREA

Summary

Sempra Energy, through its indirect wholly owned subsidiary Sempra Solar Portfolio Holdings, LLC, has entered into a definitive agreement to sell its wholly owned subsidiary, Sempra Solar Holdings, LLC, to CED Southwest Holdings, Inc. (a subsidiary of Consolidated Edison, Inc.). This transaction involves the sale of membership interests in entities that own a portfolio of solar and wind generation facilities and development-stage renewable assets located in the United States. Notably, these assets are distinct from Sempra's regulated utility operations in California and Texas. The aggregate base purchase price for this transaction is $1.54 billion, subject to customary adjustments. The sale is expected to close around the end of 2018, pending the satisfaction of several closing conditions, including regulatory approvals from relevant authorities (HSR, FERC, DOE) and other standard conditions. The divestiture aligns with Sempra's strategic objectives, potentially allowing the company to focus resources on other core areas.

Key Highlights

  • 1Sempra Energy is selling its subsidiary, Sempra Solar Holdings, LLC, which owns renewable energy generation facilities and development-stage assets in the U.S.
  • 2The buyer is CED Southwest Holdings, Inc., a subsidiary of Consolidated Edison, Inc.
  • 3The aggregate base purchase price for the transaction is $1.54 billion, subject to adjustments.
  • 4The sale includes solar and wind generation facilities, as well as development-stage solar and energy storage assets.
  • 5The assets being sold are not part of Sempra's regulated utility businesses in California or Texas.
  • 6The transaction is expected to close by the end of 2018, subject to customary closing conditions, including regulatory approvals.
  • 7Sempra Energy provided a limited payment guarantee regarding its subsidiary's obligations under the purchase agreement.

Frequently Asked Questions

Sempra Energy, through its subsidiary Sempra Solar Portfolio Holdings, LLC, is selling all of the outstanding membership interests of its indirect wholly owned subsidiary, Sempra Solar Holdings, LLC. This subsidiary holds interests in various limited liability companies that own solar and wind generation facilities, as well as development-stage solar and energy storage assets located in the United States.

The aggregate base purchase price for the transaction is $1.54 billion, subject to customary adjustments for working capital and cash transfers prior to closing.

The transaction is anticipated to be completed around the end of 2018, provided that all conditions to closing are satisfied or waived. The agreement allows for termination if the closing does not occur by March 19, 2019.

Yes, the transaction is subject to several closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act, and approvals from the Federal Energy Regulatory Commission (FERC) and the U.S. Department of Energy.