Sempra completes 45% infrastructure stake sale
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Form Type
8-K
Rhea-AI Filing Summary
Sempra (SRE) completed the sale of a 45% equity interest in Sempra Infrastructure Partners, LP to the KKR Partners, comprising entities owned by affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board. Sempra received $4.56 billion in cash at closing, subject to post-closing adjustments. The balance is payable under notes and other instruments: $4.14 billion plus interest, totaling $4.51 billion at maturity on December 31, 2027, and a $1.20 billion note totaling $2.31 billion with interest if held to maturity on February 11, 2034.
Sempra preliminarily expects a $2.80 billion to $3.30 billion gain and $450 million to $550 million in additional transaction costs, before tax; estimates are subject to post-closing adjustments and actual amounts could differ materially. The KKR Partners own 65% of SI Partners, Sempra retained 25% and ADIA retained 10%; Sempra deconsolidated SI Partners and accounts for its stake under the equity method. Justin C. Bird becomes Executive Vice President and Chief Financial Officer on November 13, 2026; Karen L. Sedgwick becomes CEO of subsidiary Southern California Gas Company that day.
1 point · 0 major0 major · 1 point
How this balance works
Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.
It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.
Rhea-AI Sentiment measures something else, the tone of the wording.
Hollow bars mark forward-looking points. How the balance works
Positive
- Moderate point. Forward-looking: it has not happened yet and may not happen.Preliminary expected sale gain: $2.80 billion to $3.30 billion before tax. 5.5% of market cap
Negative
- Moderate point. Forward-looking: it has not happened yet and may not happen.Preliminary additional transaction costs: $450 million to $550 million before tax.
8-K Event Classification
2 items: 5.02, 8.01
2 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Equity interest sold: 45%
Cash proceeds: $4.56 billion
Instrument amount: $4.14 billion
+5 more
8 metrics
Equity interest sold
45%
Sale of Sempra Infrastructure Partners, LP completed November 12, 2026
Cash proceeds
$4.56 billion
Received at closing, subject to post-closing adjustments
Instrument amount
$4.14 billion
Plus interest compounded quarterly at 7.5% per annum through the December 31, 2027 maturity
Principal and interest at maturity
$4.51 billion
Stated total for the instruments due December 31, 2027
Promissory note amount
$1.20 billion
Plus interest compounded quarterly at 8.5% before January 1, 2031, then 10.0% through maturity
Principal and interest at maturity
$2.31 billion
Total if the promissory note is held to maturity on February 11, 2034; less if prepaid
Expected sale gain
$2.80 billion to $3.30 billion before tax
Preliminary estimate subject to post-closing adjustments
Expected additional transaction costs
$450 million to $550 million before tax
Preliminary estimate subject to post-closing adjustments
Key Terms
equity method, deconsolidated, equity commitment letters, make-whole provision, +2 more
6 terms
equity method financial
"accounts for its 25% interest in SI Partners under the equity method"
An equity method investment is an accounting approach used when a company owns enough of another business to influence its decisions but not control it (commonly around 20–50% ownership). Instead of counting only dividends, the investor records its share of the other company’s profits and losses on its own income statement and adjusts the investment’s value on the balance sheet—like tracking a friend’s joint project by noting your share of their gains or setbacks. For investors, this matters because it can significantly affect reported earnings, asset values, and the apparent strength of a company’s financial results.
deconsolidated financial
"has deconsolidated SI Partners effective November 12, 2026"
When an entity that previously included a subsidiary's financials in its consolidated statements stops doing so because it no longer controls that subsidiary (for example after a sale, loss of majority voting rights, or change in the nature of the investment). The parent ceases combining the subsidiary’s assets, liabilities, income and expenses line-by-line and instead accounts for the former subsidiary according to the applicable standard (for example recognizing a gain or loss on disposal and reporting any remaining interest as an equity-method investment or financial asset), with required disclosure of the change in presentation and its effects on prior and current periods.
equity commitment letters financial
"supported by equity commitment letters from investors in the KKR Partners"
A written promise from an investor or group of investors to supply the agreed portion of equity capital for a deal, such as an acquisition or a rights offering. Think of it as a guaranteed down payment that reassures lenders and counterparties the transaction has real funding behind it; that certainty can make a deal more likely to close and reduce financing risk that could affect a company’s stock price.
make-whole provision financial
"subject to a make-whole provision for interest through December 31, 2027"
A make-whole provision is a clause in a loan or bond that requires a borrower to pay extra cash to lenders if the borrower repays the debt early, compensating them for the interest they would have received. It matters to investors because it protects expected income and affects the value and yield of a bond, and it matters to issuers because it raises the cost of refinancing. Think of it like paying a landlord a lump sum to cover the remaining rent when breaking a lease early.
compounded quarterly financial
"interest compounded quarterly at 7.5% per annum"
promissory notes financial
"paid to Sempra under promissory notes and other instruments"
A promissory note is a written IOU in which a borrower promises to repay a specific amount to a lender, usually with stated interest and by a set date. Investors care because these notes are a formal debt claim—like holding a scheduled payment stream—so they affect a company’s borrowing costs, cash flow and credit risk; notes can be bought, sold or used as collateral, which influences liquidity and recoveries if things go wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much cash did Sempra receive for the SI Partners sale?
Sempra received $4.56 billion in cash at closing, subject to post-closing adjustments.
What gain and transaction costs does Sempra expect from the sale?
Sempra preliminarily expects a gain of $2.80 billion to $3.30 billion before tax, or $2.00 billion to $2.40 billion after tax, and additional transaction costs of $450 million to $550 million before tax, or $325 million to $400 million after tax. The estimates are subject to post-closing adjustments, and actual amounts could differ, potentially materially.
What are the payment terms for the remaining SI Partners sale price?
The $4.14 billion in instruments bears interest compounded quarterly at 7.5% per annum through December 31, 2027, totaling $4.51 billion with principal and interest. The $1.20 billion note bears interest compounded quarterly at 8.5% before January 1, 2031, then 10.0% through February 11, 2034; it totals $2.31 billion if held to maturity, less if prepaid, subject to a make-whole provision for interest through December 31, 2027.
When did Justin C. Bird become Sempra's CFO?
Justin C. Bird's appointment as Executive Vice President and Chief Financial Officer became effective November 13, 2026. He assumed the role from Karen L. Sedgwick, who became CEO of Sempra subsidiary Southern California Gas Company on the same date.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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
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Item 8.01 Other Events.
On November 12, 2026, Sempra completed the sale of a 45% equity interest in Sempra Infrastructure Partners, LP (“SI Partners”) to entities owned by affiliates of Kohlberg Kravis Roberts & Co. L.P. and indirect co-investor Canada Pension Plan Investment Board (collectively, the “KKR Partners”). On the closing date, Sempra received $4.56 billion in cash proceeds as part of the purchase price, subject to post-closing adjustments.
The remainder of the purchase price will be paid to Sempra under promissory notes and other instruments as follows:
▪$4.14 billion plus interest compounded quarterly at 7.5% per annum through maturity on December 31, 2027 (totaling $4.51 billion with principal and interest) under instruments supported by equity commitment letters from investors in the KKR Partners, pursuant to which such investors have committed, subject to the terms thereof, to fund amounts required to satisfy the payment obligations under the instruments
▪$1.20 billion plus interest compounded quarterly at 8.5% per annum before January 1, 2031 and then 10.0% per annum through maturity on February 11, 2034 (totaling $2.31 billion with principal and interest if held to maturity, which would be less if prepaid, subject to a make-whole provision for interest through December 31, 2027) under promissory notes
Sempra expects to record a gain on the sale of approximately $2.80 billion to $3.30 billion ($2.00 billion to $2.40 billion after tax), subject to post-closing adjustments. Additionally, Sempra expects to recognize approximately $450 million to $550 million ($325 million to $400 million after tax) for additional costs associated with the transaction. More information about the calculation of the gain on sale and the additional costs associated with the transaction is described in Sempra’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2026 filed with the Securities and Exchange Commission on November 5, 2026 (the “Q3 2026 Form 10-Q”).
These estimates are preliminary and based on information available as of the date of this report. The actual gain and costs associated with the transaction could differ, potentially materially, from these estimates.
At the closing, Sempra, the KKR Partners and ADIA entered into an amended and restated limited partnership agreement of SI Partners. The principal terms of this limited partnership agreement are described in the Q3 2026 Form 10-Q.
Following the sale, the KKR Partners own 65% of SI Partners, Sempra retained a 25% interest and ADIA retained a 10% interest. As a result of Sempra’s loss of a controlling financial interest in SI Partners, it has deconsolidated SI Partners effective November 12, 2026 and accounts for its 25% interest in SI Partners under the equity method within its existing Sempra Infrastructure segment.
The foregoing description of the purchase and sale agreement is a summary. Additional information about this agreement and the transactions contemplated thereby is provided in Sempra’s Current Report on Form 8-K filed on September 23, 2025 and the Q3 2026 Form 10-Q, the relevant portions of which are incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On July 9, 2026, Sempra reported that its Board of Directors had appointed Justin C. Bird as Executive Vice President and Chief Financial Officer of Sempra, with such appointment to be effective on or around the completion of the sale described above in Item 8.01. As a result of the closing described above, Mr. Bird’s appointment date will be November 13, 2026.
Mr. Bird will assume the Chief Financial Officer role from Karen L. Sedgwick, who has been appointed as the Chief Executive Officer of Southern California Gas Company, a subsidiary of Sempra, with the same effective date.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may differ materially from those expressed or implied in any forward-looking statement. These forward-looking statements represent our estimates and assumptions only as of the date of this report. We assume no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise.
In this report, forward-looking statements can be identified by words such as "believe," "expect," "intend," "anticipate," "contemplate," "plan," "estimate," "project," "forecast," "envision," "should," "could," "would," "will," "confident," "may," "can,"
"potential," "possible," "proposed," "in process," "construct," "develop," "opportunity," "preliminary," "pro forma," "strategic," "initiative," "target," "outlook," "optimistic," "poised," "positioned," "maintain," "continue," "progress," "advance," "goal," "aim," "commit," or similar expressions, or when we discuss our guidance, priorities, strategies, goals, vision, mission, projections, intentions or expectations.
Factors, among others, that could cause actual results and events to differ materially from those expressed or implied in any forward-looking statement include: California wildfires, including potential liability for damages regardless of fault, any inability to recover all or a substantial portion of costs from insurance, the wildfire fund established by California Assembly Bill 1054 and the wildfire fund continuation account established by California Senate Bill 254, rates from customers or a combination thereof, and the absence of legislative reform regarding wildfire liabilities; decisions, disallowances or denials of cost recovery, audits, investigations, inquiries, ordered studies, regulations, legislative actions, denials or revocations of permits, consents, approvals or other authorizations, renewals of franchises, and other actions, including the failure to honor contracts and commitments, by the (i) California Public Utilities Commission (CPUC), U.S. Department of Energy, Electric Reliability Council of Texas, Inc., U.S. Federal Energy Regulatory Commission, U.S. Internal Revenue Service, Public Utility Commission of Texas and other regulatory bodies and (ii) U.S. and states, counties, cities and other jurisdictions therein and in other countries where we do business; the success of business development efforts, construction projects, acquisitions, divestitures, and other significant transactions, including risks related to, as applicable, (i) being able to reach a positive final investment decision, (ii) negotiating pricing and other terms in definitive contracts, (iii) completing construction projects or other transactions on schedule and budget, (iv) realizing anticipated benefits from any of these efforts if completed, (v) obtaining regulatory and other approvals and (vi) third parties honoring their contracts and commitments, including with respect to closing or post-closing payments; changes to our capital expenditure plans and their potential impact on rate base or other growth; changes, due to evolving economic, political and other factors and increasing geopolitical instability as a result of wars or other conflicts in various parts of the world, to (i) trade and other foreign policy, including the imposition of tariffs by the U.S. and foreign countries (and uncertainty related to the implementation and enforceability thereof), and (ii) laws and regulations, including those related to tax and the energy industry; litigation, arbitration, property disputes and other proceedings; cybersecurity threats, including by nation-state actors, of ransomware or other attacks on our systems, the energy grid or our other infrastructure, or the systems of third parties with which we conduct business; the availability, uses, sufficiency, and cost of capital resources and our ability to borrow money or otherwise raise capital on favorable terms and meet our obligations, which can be affected by, among other things, (i) actions by credit rating agencies to downgrade our credit ratings or place those ratings on negative outlook, (ii) instability in the capital markets, and (iii) fluctuating interest rates and inflation; the impact of efforts to increase affordability of U.S. utility customer rates on our ability to obtain cost recovery from applicable regulators, our capital expenditure and other growth plans and our ability to advance statewide policies; the impact on affordability of customer rates, cost of capital and operating margin due to (i) volatility in inflation, interest rates, commodity prices, tariff rates, and foreign currency exchange rates and (ii) with respect to San Diego Gas & Electric Company’s (SDG&E) and Southern California Ga Company’s (SoCalGas) businesses, the cost of meeting the demand for lower carbon and reliable energy in California; the impact of air quality and climate-related policies, laws, rules, regulations, trends and required disclosures, including actions to reduce or eliminate reliance on natural gas, increased uncertainty in the political or regulatory environment for California natural gas distribution companies, the risk of nonrecovery for stranded assets, and uncertainty related to emerging technologies; weather, natural disasters, pandemics, accidents, equipment failures, explosions, terrorism, information system outages or other events, such as work stoppages, that disrupt our operations, damage our facilities or systems, cause the release of harmful materials or fires or subject us to liability for damages, fines and penalties, some of which may not be recoverable through regulatory mechanisms or insurance or may impact our ability to obtain satisfactory levels of affordable insurance; the availability and reliability of electric power, natural gas and natural gas storage and transportation capacity, including disruptions caused by failures in the transmission grid or pipeline and storage systems or limitations on the injection and withdrawal of natural gas from storage facilities; Oncor Electric Delivery Company LLC's (Oncor) ability to reduce or eliminate its quarterly dividends due to regulatory and governance requirements and commitments, including by actions of Oncor's independent directors or a minority member director; and other uncertainties, some of which are difficult to predict and beyond our control.
These risks and uncertainties are further discussed in the reports that Sempra has filed with the U.S. Securities and Exchange Commission (SEC). These reports are available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov, and on Sempra's website, www.sempra.com. Investors should not rely unduly on any forward-looking statements.
Sempra Infrastructure Partners and its subsidiaries, and the Sempra Texas utilities (Oncor and Sharyland Utilities) are not the same companies as the Sempra California utilities, SDG&E or SoCalGas, nor are they regulated by the CPUC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SEMPRA, | |||||
| (Registrant) | |||||
| Date: November 12, 2026 | By: /s/ Dyan Z. Wold | ||||
| Dyan Z. Wold Vice President, Controller and Chief Accounting Officer | |||||