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Published on 7/10/2018 in the Prospect News Convertibles Daily.

Sempra talks $500 million mandatory convertible preferreds to yield 6.5%-7%, up 17.5%- 22.5%

By Abigail W. Adams

Portland, Me., July 10 – Sempra Energy plans to price $500 million of three-year par of $100 series B mandatory convertible preferred stock after the market close on Tuesday with price talk for a dividend of 6.5% to 7% and an initial conversion premium of 17.5% to 22.5%, according to a market source.

Citigroup Global Markets Inc. and J.P. Morgan Securities LLC are joint bookrunners for the registered offering, which carries a greenshoe of $75 million.

The preferred stock has takeover protection. Holders will be able to convert the series B mandatory convertible preferred stock at the fundamental change conversion rate upon a change of control.

Concurrent to the mandatory convertible preferred stock offering, Sempra Energy plans to price $1.1 billion of common stock in a forward sales agreement, according to a 424B5 filing with the Securities and Exchange Commission.

The forward sellers will borrow from third parties and sell to the underwriters an aggregate of $1.1 billion shares.

If the forward sellers are unable to borrow and sell the full amount, Sempra Energy will issue and sell to the underwriters the number of shares the forward sellers are unable to.

The concurrent offering has a greenshoe of $165 million shares of common stock, which may be purchased directly from the company.

The series B preferred stock will be listed on the New York Stock Exchange under the ticker “SREPrB.”

Proceeds will be used to repay outstanding commercial paper, for working capital and for general corporate purposes.

Sempra Energy is a San Diego-based natural gas utilities holding company.


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