8-KMaterial AgreementsExhibits & Filings

SEMPRA 8-K Report, Material Agreement (Sep 30, 2019)

Filed September 30, 2019For Securities:SRESREA

Summary

Sempra Energy, through its indirect wholly owned subsidiary International Holdings, has entered into a definitive Purchase Agreement to sell its approximately 50% interest in Peruvian Opportunity Company S.A.C. and its entire interest in Sempra Americas Bermuda Ltd. to China Yangtze Power International (Hongkong) Co., Limited. These entities collectively hold an 83.6% ownership interest in Luz del Sur S.A.A., a significant electric distribution utility in Peru serving approximately 4.9 million people, along with other related energy assets. The agreed-upon base purchase price for this transaction is $3.59 billion, subject to customary adjustments for working capital and net indebtedness at closing. The deal is anticipated to be completed in the first quarter of 2020, contingent upon various closing conditions, including regulatory approvals from Peruvian and Bermudan authorities, and shareholder approval from the buyer's parent company. The sale represents a strategic divestiture of Sempra's Peruvian operations, allowing the company to focus on its core businesses.

Key Highlights

  • 1Sempra Energy is selling its stake in Peruvian utility Luz del Sur and related entities for $3.59 billion.
  • 2The buyer is China Yangtze Power International (Hongkong) Co., Limited.
  • 3The transaction involves Sempra selling its indirect 83.6% ownership in Luz del Sur, a major electric utility in Peru.
  • 4The expected closing date for the transaction is the first quarter of 2020.
  • 5The sale is subject to several closing conditions, including regulatory and shareholder approvals.
  • 6A Letter of Undertaking is in place to ensure shareholder approval from the buyer's parent and a guarantee or letter of credit for the purchase price.
  • 7The divestiture allows Sempra to potentially streamline its portfolio and focus on other strategic priorities.

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