Southern California Gas (SOCGM) issues $650M 5.900% bonds due 2056
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Southern California Gas Company, an indirect subsidiary of Sempra, closed a public offering of $650,000,000 aggregate principal amount of 5.900% First Mortgage Bonds, Series FFF, due June 1, 2056. The company received proceeds of 98.661% of the aggregate principal amount, before approximately $1.4 million of other offering expenses.
The bonds bear interest at 5.900% per annum, accruing from May 15, 2026, with payments due semiannually on June 1 and December 1, starting December 1, 2026. The bonds are redeemable at the company’s option at the redemption prices described in the supplemental indenture, which, along with the form of bond, is filed as an exhibit.
Positive
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Negative
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Insights
SoCalGas adds $650M long-term debt at 5.900% in a routine financing.
Southern California Gas Company issued $650,000,000 of 5.900% First Mortgage Bonds due 2056. These are secured utility bonds, carrying semiannual interest and a long-dated maturity, which is typical for regulated gas utilities funding infrastructure needs.
The company received 98.661% of the aggregate principal amount, before about $1.4 million in expenses, implying a modest original issue discount plus costs. The bonds are callable at specified redemption prices, giving SoCalGas flexibility to refinance if conditions improve.
The transaction was completed under an existing Form S-3 shelf registration and an underwriting agreement dated May 11, 2026, reinforcing that this is a planned capital markets action rather than an emergency financing. Overall, it appears to be a standard balance sheet management step, with impact depending on how the proceeds are ultimately used.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Bond principal: $650,000,000
Coupon rate: 5.900% per annum
Maturity date: June 1, 2056
+4 more
7 metrics
Bond principal
$650,000,000
Aggregate principal amount of 5.900% First Mortgage Bonds, Series FFF
Coupon rate
5.900% per annum
Interest rate on First Mortgage Bonds, Series FFF
Maturity date
June 1, 2056
Stated maturity of the bonds
Proceeds percentage
98.661% of principal
Proceeds after underwriting discount, before other expenses
Offering expenses
approximately $1.4 million
Estimated other offering expenses
Interest payment dates
June 1 and December 1
Semiannual interest payments beginning December 1, 2026
Registration statement
Form S-3, File No. 333-295219
Shelf registration under which bonds were issued
Key Terms
First Mortgage Bonds, Supplemental Indenture, Registration Statement on Form S-3, aggregate principal amount, +1 more
5 terms
First Mortgage Bonds financial
"5.900% First Mortgage Bonds, Series FFF, due 2056 (the “Bonds”)"
First mortgage bonds are debt securities backed by a company’s property, granting bondholders the primary legal claim to that real estate if the issuer cannot pay. Think of them as being first in line for repayment, like a homeowner’s mortgage lender who gets paid before other creditors. For investors, this priority and the tangible collateral typically make these bonds less risky than unsecured debt, which can mean lower yields but greater protection in bankruptcy.
Supplemental Indenture regulatory
"The Bonds were issued pursuant to a Supplemental Indenture, dated as of May 15, 2026"
A supplemental indenture is a written amendment to the original bond agreement that changes specific terms of a debt contract, such as payment schedules, interest rates, collateral or covenant protections. Investors care because it alters the legal rights and risks tied to a security — like renegotiating a mortgage where the lender and borrower agree to new rules — and can affect a bond’s credit quality, yield and market value.
Registration Statement on Form S-3 regulatory
"The sale of the Bonds was registered under the Company’s Registration Statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
aggregate principal amount financial
"sale of $650,000,000 aggregate principal amount of its 5.900% First Mortgage Bonds"
The aggregate principal amount is the total amount of money borrowed through a bond or loan that the borrower promises to repay. It’s like the original price tag on a loan or bond, showing how much money is involved in the deal. This number matters because it indicates the size of the debt and helps investors understand the scale of the borrowing.
Underwriting Agreement financial
"contained in the Underwriting Agreement, dated May 11, 2026"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
Commission File No. |
Exact Name of Registrants as Specified in their Charters, Address and Telephone Number |
State of Incorporation |
I.R.S. Employer Identification Nos. |
Former name, former address and former fiscal year, if changed since last report | ||||||
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No change | |||||||||
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No change | |||||||||
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Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class |
Trading Symbol |
Name of Each Exchange on Which Registered | ||
SEMPRA: |
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SOUTHERN CALIFORNIA GAS COMPANY:
None
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR 240.12b-2).
Emerging growth company | ||
SEMPRA |
||
SOUTHERN CALIFORNIA GAS COMPANY |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
SEMPRA |
☐ | |
SOUTHERN CALIFORNIA GAS COMPANY |
☐ |
Item 8.01 Other Events.
On May 15, 2026, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, closed its previously announced public offering and sale of $650,000,000 aggregate principal amount of its 5.900% First Mortgage Bonds, Series FFF, due 2056 (the “Bonds”) with proceeds to the Company (after deducting the underwriting discount but before deducting the Company’s other offering expenses estimated at approximately $1.4 million) of 98.661% of the aggregate principal amount of the Bonds. The sale of the Bonds was registered under the Company’s Registration Statement on
Form S-3
(File No. 333-295219).
The Bonds were issued pursuant to a Supplemental Indenture, dated as of May 15, 2026 (the “Supplemental Indenture”), which is filed herewith as Exhibit 4.1. The Bonds will mature on June 1, 2056. The Bonds will bear interest at the rate of 5.900% per annum. Interest on the Bonds will accrue from May 15, 2026 and is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2026. The Bonds will be redeemable prior to maturity, at the Company’s option, at the redemption prices described in the form of Bond, which form is included in Exhibit 4.1 hereto.
The foregoing description of some of the terms of the Bonds is not complete and is qualified in its entirety by the form of Bond and the Supplemental Indenture, which are filed as exhibits herewith and are incorporated herein by reference. Further information regarding the sale of the Bonds is contained in the Underwriting Agreement, dated May 11, 2026, which was filed as Exhibit 1.1 to the Company’s Current Report on Form
8-K
filed with the U.S. Securities and Exchange Commission on May 12, 2026. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Exhibit Description | |
| 4.1 | Supplemental Indenture of Southern California Gas Company to U.S. Bank National Association, dated as of May 15, 2026. | |
| 4.2 | Form of Series FFF Bond (included in Exhibit 4.1 hereto). | |
| 5.1 | Opinion of Latham & Watkins LLP. | |
| 23.1 | Consent of Latham & Watkins LLP (contained in the opinion filed as Exhibit 5.1 hereto). | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
| SEMPRA, | ||||||
| (Registrant) | ||||||
| Date: May 15, 2026 | By: | /s/ Dyan Z. Wold | ||||
| Dyan Z. Wold Vice President, Controller and Chief Accounting Officer | ||||||
| SOUTHERN CALIFORNIA GAS COMPANY, | ||||||
| (Registrant) | ||||||
| Date: May 15, 2026 | By: | /s/ Sara P. Mijares | ||||
| Sara P. Mijares Vice President, Controller and Chief Accounting Officer | ||||||
FAQ
What did Southern California Gas Company (SOCGM) announce in this 8-K?
Southern California Gas Company closed a public offering of $650,000,000 5.900% First Mortgage Bonds due June 1, 2056. The bonds were issued under an S-3 shelf and are secured utility debt with semiannual interest payments.
What are the key terms of Southern California Gas Company’s new bonds?
The company issued $650,000,000 of First Mortgage Bonds, Series FFF, bearing 5.900% interest per year and maturing June 1, 2056. Interest accrues from May 15, 2026 and is payable semiannually on June 1 and December 1, starting December 1, 2026.
How much did Southern California Gas Company receive from the $650 million bond sale?
The company received proceeds equal to 98.661% of the $650,000,000 aggregate principal amount, after deducting the underwriting discount. This amount is before approximately $1.4 million of other offering expenses disclosed in the filing.
Are Southern California Gas Company’s 5.900% bonds callable before maturity?
Yes. The bonds are redeemable at the company’s option prior to maturity at specified redemption prices. The exact redemption terms are described in the form of bond included in the supplemental indenture filed as Exhibit 4.1.
Under what registration did Southern California Gas Company issue the 5.900% bonds?
The $650,000,000 5.900% First Mortgage Bonds were issued under Southern California Gas Company’s Registration Statement on Form S-3, File No. 333-295219. The underwriting agreement dated May 11, 2026 provides further details on the offering structure.
How often will interest be paid on Southern California Gas Company’s new bonds?
Interest on the 5.900% bonds will be paid semiannually in arrears on June 1 and December 1 each year. Payments begin on December 1, 2026, with interest accruing from May 15, 2026 as stated in the offering terms.