Bond Sembra 6.875% ( US816851BS71 ) in USD

Sembra

102.703 % ▼

United States

US816851BS71 ( in USD )

6.875% per year ( payment 2 times a year)

01/10/2054

Prospectus brochure of the bond Sempra US816851BS71 en USD 6.875%, maturity 01/10/2054

2 000 USD

600 000 000 USD

816851BS7

BBB- ( Lower medium grade - Investment-grade )

Baa3 ( Lower medium grade - Investment-grade )

01/04/2026 ( In 51 days )

Sempra is an American energy company that operates in the United States and Mexico, primarily involved in the development, operation, and transmission of natural gas and electricity.

Sempra's US$600,000,000 6.875% Bonds due October 1, 2054 (CUSIP: 816851BS7, ISIN: US816851BS71) are currently trading at 100% of par value, with a minimum purchase amount of 2,000 bonds, paying semi-annually, and rated BBB- by S&P and Baa3 by Moody's.

FWP 1 d761690dfwp.htm FWP
Issuer Free Writing Prospectus
Filed Pursuant to Rule 433
Registration Statement No. 333-272237
Sempra
Final Term Sheet
March 11, 2024
6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054
This free writing prospectus relates only to the securities described below and should be read together with Sempra's preliminary prospectus
supplement dated March 11, 2024 (the "Preliminary Prospectus Supplement"), the accompanying prospectus dated May 26, 2023 and the documents
incorporated and deemed to be incorporated by reference therein.
Issuer:
Sempra (the "Company")
Anticipated Ratings:1
Baa3 (stable) by Moody's Investors Service, Inc.
BBB- (stable) by S&P Global Ratings
BBB- (stable) by Fitch Ratings, Inc.
Trade Date:
March 11, 2024
Settlement Date:
March 14, 2024 (T+3)
Securities Offered:
6.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the "notes")
Aggregate Principal Amount Offered:
$600,000,000
Interest Rate:
The notes will bear interest (i) from and including March 14, 2024 to, but excluding, October 1, 2029 (the
"First Reset Date") at the rate of 6.875% per annum and (ii) from and including the First Reset Date, during
each Reset Period (as defined in the Preliminary Prospectus Supplement) at a rate per annum equal to the
Five-year U.S. Treasury Rate (as defined in the Preliminary Prospectus Supplement) as of the most recent
Reset Interest Determination Date (as defined in the Preliminary Prospectus Supplement) plus a spread of
2.789%, to be reset on each Reset Date (as defined in the Preliminary Prospectus Supplement).
For additional information and the definitions of the terms Reset Period, Five-year U.S. Treasury Rate,
Reset Interest Determination Date and Reset Date, see "Description of the Notes--Interest Rate and
Maturity" in the Preliminary Prospectus Supplement.
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Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.
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Interest Payment Dates:
April 1 and October 1 of each year, beginning on October 1, 2024 (each, an "interest payment date")
(subject to the Company's right to defer interest payments as described under "Optional Interest Deferral"
below).
Optional Interest Deferral:
So long as no event of default (as defined in the Preliminary Prospectus Supplement) with respect to the
notes has occurred and is continuing, the Company may, at its option, defer interest payments on the notes,
from time to time, for one or more Optional Deferral Periods (as defined in the Preliminary Prospectus
Supplement) of up to 20 consecutive semi-annual Interest Payment Periods (as defined in the Preliminary
Prospectus Supplement) each, except that no such Optional Deferral Period may extend beyond the final
maturity date of the notes or end on a day other than the day immediately preceding an interest payment
date. No interest will be due or payable on the notes during any such Optional Deferral Period unless the
Company elects, at its option, to redeem notes during such Optional Deferral Period, in which case accrued
and unpaid interest to, but excluding, the redemption date will be due and payable on such redemption date
only on the notes being redeemed, or unless the principal of and interest on the notes shall have been
declared due and payable as the result of an event of default with respect to the notes, in which case all
accrued and unpaid interest on the notes shall become due and payable. The Company may elect, at its
option, to extend the length of any Optional Deferral Period that is shorter than 20 consecutive semi-annual
Interest Payment Periods (so long as the entire Optional Deferral Period does not exceed 20 consecutive
semi-annual Interest Payment Periods or extend beyond the final maturity date of the notes) and to shorten
the length of any Optional Deferral Period. The Company cannot begin a new Optional Deferral Period until
the Company has paid all accrued and unpaid interest on the notes from any previous Optional Deferral
Period. During any Optional Deferral Period, interest on the notes will continue to accrue at the then-
applicable interest rate on the notes (as reset from time to time on any Reset Date occurring during such
Optional Deferral Period in accordance with the terms of the notes). In addition, during any Optional
Deferral Period, interest on the deferred interest will accrue at the then-applicable interest rate on the notes
(as reset from time to time on any Reset Date occurring during such Optional Deferral Period in accordance
with the terms of the notes), compounded semi-annually, to the extent permitted by applicable law.
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For additional information and the definitions of the terms event of default, Optional Deferral Period and
Interest Payment Period, see "Description of the Notes--Events of Default" and "Description of the Notes
--Option to Defer Interest Payments" in the Preliminary Prospectus Supplement.
Maturity:
October 1, 2054
Price to Public:
99.994% of the principal amount, plus accrued interest, if any.
Proceeds to the Company:
Approximately $594.0 million, after deducting the underwriting discount but before deducting the estimated
offering expenses payable by the Company.
Optional Redemption Provisions:
The Company may redeem some or all of the notes, at its option, in whole or in part (i) on any day in the
period commencing on the date falling 90 days prior to the First Reset Date and ending on and including the
First Reset Date and (ii) after the First Reset Date, on any interest payment date, at a redemption price in
cash equal to 100% of the principal amount of the notes being redeemed, plus, subject to the terms
described in the first paragraph under "Description of the Notes--Redemption--Redemption Procedures;
Cancellation of Redemption" in the Preliminary Prospectus Supplement, accrued and unpaid interest on the
notes to be redeemed to, but excluding, the redemption date.
The Company may at its option redeem the notes, in whole but not in part, at any time following the
occurrence and during the continuance of a Tax Event (as defined in the Preliminary Prospectus
Supplement) at a redemption price in cash equal to 100% of the principal amount of the notes, plus, subject
to the terms described in the first paragraph under "Description of the Notes--Redemption--Redemption
Procedures; Cancellation of Redemption" in the Preliminary Prospectus Supplement, accrued and unpaid
interest on the notes to, but excluding, the redemption date.
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The Company may at its option redeem the notes, in whole but not in part, at any time following the
occurrence and during the continuance of a Rating Agency Event (as defined in the Preliminary Prospectus
Supplement) at a redemption price in cash equal to 102% of the principal amount of the notes, plus, subject
to the terms described in the first paragraph under "Description of the Notes--Redemption--Redemption
Procedures; Cancellation of Redemption" in the Preliminary Prospectus Supplement, accrued and unpaid
interest on the notes to, but excluding, the redemption date.
For additional information and the definitions of the terms Tax Event and Rating Agency Event, see
"Description of the Notes--Redemption" in the Preliminary Prospectus Supplement.
CUSIP:
816851 BS7
ISIN:
US816851BS71
Joint Book-Running Managers:
BofA Securities, Inc.
Mizuho Securities USA LLC
RBC Capital Markets, LLC
Scotia Capital (USA) Inc.
Senior Co-Managers:
BNP Paribas Securities Corp.
Credit Agricole Securities (USA) Inc.
Co-Managers:
Evercore Group L.L.C.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before
you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more
complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you
request it by calling BofA Securities, Inc. toll-free at 1-800-294-1322, by calling Mizuho Securities USA LLC toll-free at 1-866-271-7403, by
calling RBC Capital Markets, LLC toll-free at 1-866-375-6829 or by calling Scotia Capital (USA) Inc. toll-free at 1-800-372-3930.
Any legends, disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such
legends, disclaimers or other notices have been automatically generated as a result of this communication having been sent via Bloomberg or
another system.
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