Southern California Gas (SOCGM) prices $650M 5.900% First Mortgage Bonds due 2056
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Southern California Gas Company, an indirect subsidiary of Sempra, has agreed to issue and sell $650,000,000 aggregate principal amount of its 5.900% First Mortgage Bonds, Series FFF, due 2056. The bonds will be sold to an underwriting syndicate for resale at a public offering price of 99.536% of their aggregate principal amount under an effective shelf registration on Form S-3. The transaction is governed by an underwriting agreement dated May 11, 2026, with BNP Paribas Securities Corp., CIBC World Markets Corp., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the underwriters.
Positive
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Insights
$650M long‑dated bond issue extends SOCGM’s debt profile.
Southern California Gas Company is issuing $650,000,000 of 5.900% First Mortgage Bonds due 2056. These are secured utility bonds, typically senior in the capital structure, providing long-term funding under the company’s existing shelf registration framework.
The bonds are sold to underwriters at a public offering price of 99.536% of principal, implying a yield slightly above the 5.900% coupon. This pricing reflects market demand and interest rate conditions disclosed in the transaction terms.
The filing does not detail specific uses of proceeds, but such long-dated utility bonds are commonly used for capital investments and refinancing. Subsequent disclosures in company filings may indicate how this new debt fits into broader financing and investment plans.
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%
Maturity year: 2056
+1 more
4 metrics
Bond principal
$650,000,000
Aggregate principal amount of 5.900% First Mortgage Bonds, Series FFF
Coupon rate
5.900%
Interest rate on First Mortgage Bonds, Series FFF
Maturity year
2056
Due date of 5.900% First Mortgage Bonds, Series FFF
Public offering price
99.536%
Percentage of aggregate principal amount at which bonds are offered
Key Terms
First Mortgage Bonds, underwriting agreement, shelf registration statement, prospectus supplement, +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.
underwriting agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp."
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.
shelf registration statement regulatory
"filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form S-3"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
aggregate principal amount financial
"issue and sell to the Underwriters, severally and not jointly, $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.
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 11, 2026, Southern California Gas Company (the “Company”), an indirect subsidiary of Sempra, entered into an underwriting agreement (the “Underwriting Agreement”) with BNP Paribas Securities Corp., CIBC World Markets Corp., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named on Schedule I thereto (the “Underwriters”), pursuant to which the Company agreed to issue and sell to the Underwriters, severally and not jointly, $650,000,000 aggregate principal amount of its 5.900% First Mortgage Bonds, Series FFF, due 2056 (the “Bonds”) for resale at a public offering price of 99.536% of the aggregate principal amount of the Bonds, in a registered public offering under a prospectus supplement and related prospectus filed with the U.S. Securities and Exchange Commission pursuant to the Company’s effective shelf registration statement on Form
S-3
(File No. 333-295219).
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K
and is incorporated herein by reference. The summary set forth above is qualified in its entirety by reference to such exhibit. This Current Report on Form
8-K
does not constitute an offer to sell or the solicitation of an offer to buy any securities nor will there be any sale of these securities in any jurisdiction in which, or to any person to whom, such offer, solicitation or sale would be unlawful. These securities are only offered by means of the prospectus supplement and related prospectus referred to above. Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Exhibit Description | |
| 1.1 | Underwriting Agreement, dated May 11, 2026, among Southern California Gas Company and BNP Paribas Securities Corp., CIBC World Markets Corp., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as the representatives of the several underwriters named therein. | |
| 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 12, 2026 | By: | /s/ Dyan Z. Wold | ||||
| Dyan Z. Wold Vice President, Controller and Chief Accounting Officer | ||||||
| SOUTHERN CALIFORNIA GAS COMPANY, | ||||||
| (Registrant) | ||||||
| Date: May 12, 2026 | By: | /s/ Sara P. Mijares | ||||
| Sara P. Mijares Vice President, Controller and Chief Accounting Officer | ||||||
FAQ
What securities is Southern California Gas Company (SOCGM) issuing in this 8-K?
Southern California Gas Company is issuing $650,000,000 aggregate principal amount of 5.900% First Mortgage Bonds, Series FFF, due 2056. These long-dated bonds are part of a registered public offering under an effective shelf registration statement on Form S-3.
What is the interest rate and maturity of SOCGM’s new First Mortgage Bonds?
The new Southern California Gas Company bonds carry a fixed 5.900% interest rate and mature in 2056. This creates long-term, fixed-rate financing that can support the company’s capital needs over several decades, subject to the detailed terms in the underwriting agreement.
At what price are SOCGM’s 5.900% First Mortgage Bonds being offered?
The bonds are being offered at a public offering price of 99.536% of their aggregate principal amount. This means investors pay slightly below par value, resulting in a yield modestly above the stated 5.900% coupon, according to the disclosed transaction terms.
Who are the underwriters for Southern California Gas Company’s new bond issue?
The underwriting agreement names BNP Paribas Securities Corp., CIBC World Markets Corp., Mizuho Securities USA LLC and Wells Fargo Securities, LLC as representatives of the several underwriters. They will purchase the bonds and resell them to investors in the public market.
Under what registration statement are SOCGM’s bonds being offered?
The bonds are being offered under Southern California Gas Company’s effective shelf registration statement on Form S-3 (File No. 333-295219). This shelf structure allows the company to access public markets efficiently using a prospectus supplement and related base prospectus.
Does this 8-K for SOCGM constitute an offer to sell these bonds by itself?
No. The 8-K explicitly states it does not constitute an offer to sell or solicitation to buy these securities. The bonds are only offered by means of the related prospectus supplement and base prospectus filed under the effective shelf registration statement.