SEMPRA ENERGY (NYSE:SRE) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a RegistrantItem 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Sempra Energy – Five Year Revolving Credit Facility
As previously disclosed, in October 2015 Sempra Energy (“Sempra”) entered into an Amended and Restated Five Year Credit Agreement with a syndicate of lenders for which Citibank, N.A. serves as administrative agent (as amended, the “Sempra Credit Facility”), which permits revolving credit borrowings by Sempra through October 13, 2020. The Sempra Credit Facility includes a feature which allows Sempra, subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, to increase, in one or more requests, the aggregate amount of the Sempra Credit Facility commitments by $250 million (the “Sempra Credit Facility Accordion”). Effective as of January 17, 2018, Sempra exercised the Sempra Credit Facility Accordion in full, and the parties increased the maximum borrowing capacity under the Sempra Credit Facility from $1.00 billion to $1.25 billion. In addition, the Sempra Credit Facility was amended as of such date to include certain representations by the lenders related to the Employee Retirement Income Security Act of 1974 and to include certain agreements among the parties related to European Union Bail-In contractual recognition provisions. All other material terms, conditions and covenants with respect to the Sempra Credit Facility remain unchanged.
Borrowings under the Sempra Credit Facility, none of which are outstanding, would bear interest at benchmark rates plus a margin that varies with Sempra’s credit ratings. The Sempra Credit Facility also requires Sempra to maintain at the end of each quarter a ratio of total indebtedness to total capitalization (as defined in the Sempra Credit Facility) of no more than 65%.
The Sempra Credit Facility contains customary representations and warranties, covenants and events of default. In the case of an event of default, including crossdefaults relating tocertain other indebtedness of Sempra or certain of its material subsidiaries having an aggregate principal amount of more than $150 million, the lenders may terminate the Sempra Credit Facility and declare the amounts outstanding (including accrued interest and unpaid fees) payable immediately. For events of default relating to insolvency or bankruptcyof Sempra and certain of its material subsidiaries, the commitments are automatically terminated and the amounts outstanding become payable immediately.
Sempra Global – Five Year Revolving Credit Facility
As previously disclosed, in October 2015 Sempra Global, a subsidiary of Sempra, entered into an Amended and Restated Five Year Credit Agreement with a syndicate of lenders for which Citibank, N.A. serves as administrative agent (as amended, the “Sempra Global Credit Facility”), which permits revolving credit borrowings by Sempra Global through October 13, 2020. The Sempra Global Credit Facility includes a feature which allows Sempra Global, subject to obtaining commitments from existing or new lenders and satisfaction of other specified conditions, to increase, in one or more requests, the aggregate amount of the Sempra Global Credit Facility commitments by $977.5 million (the “Sempra Global Credit Facility Accordion”). As previously disclosed, in September 2016, Sempra Global exercised the Sempra Global Credit Facility Accordion in part, and the parties increased the maximum borrowing capacity under the Sempra Global Credit Facility by $125 million from $2.210 billion to $2.335 billion. Effective as of January 17, 2018, Sempra Global exercised the Sempra Global Credit Facility Accordion in part, and the parties increased the maximum borrowing capacity under the Sempra Global Credit Facility by $850 million from $2.335 billion to $3.185 billion. In addition, the Sempra Global Credit Facility was amended as of such date to include certain representations by the lenders related to the Employee Retirement Income Security Act of 1974 and to include certain agreements among the parties related to European Union Bail-In contractual recognition provisions. All other material terms, conditions and covenants with respect to the Sempra Global Credit Facility remain unchanged.
Borrowings under the Sempra Global Credit Facility, none of which are outstanding, would bear interest at benchmark rates plus a margin that varies with Sempra’s credit ratings. In addition, Sempra Global’s obligations under the Sempra Global Credit Facility are guaranteed by Sempra. The Sempra Global Credit Facility also requires Sempra to maintain at the end of each quarter a ratio of total indebtedness to total capitalization (as defined in the Sempra Global Credit Facility) of no more than 65%.
The Sempra Global Credit Facility contains customary representations and warranties, covenants and events of default. In the case of an event of default, including crossdefaults relating tocertain other indebtedness of Sempra or certainof its material subsidiaries having an aggregate principal amount of more than $150 million, the lenders may terminate the Sempra Global Credit Facility and declare the amounts outstanding (including accrued interest and unpaid fees) payable immediately. For
events of default relating to insolvency or bankruptcyof Sempra, Sempra Global and certain of Sempra’s material subsidiaries, the commitments are automatically terminated and the amounts outstanding become payable immediately.
About SEMPRA ENERGY (NYSE:SRE)
Sempra Energy is a holding company. The Company’s principal operating units are San Diego Gas & Electric Company (SDG&E) and Southern California Gas Company (SoCalGas); Sempra International, which includes Sempra South American Utilities and Sempra Mexico segments, and Sempra U.S. Gas & Power, which includes Sempra Renewables and Sempra Natural Gas segments. Sempra Mexico segment owns and operates a natural gas-fired power plant and interests in a wind generation facility in Baja California, Mexico; natural gas distribution systems in Mexicali, Chihuahua, and the La Laguna-Durango zone in north-central Mexico; natural gas pipelines between the United States border and Baja California, Mexico and Sonora, Mexico, and the Energia Costa Azul LNG regasification terminal located in Baja California, Mexico. Sempra Mexico also owns interests in a joint venture that operates several natural gas pipelines, and propane and ethane systems in Mexico.
