Pricing Agreement
Exhibit 1.2
Pricing Agreement
ABN AMRO Incorporated
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
As Representatives of the several
Underwriters named in Schedule I hereto,
May 18, 2004
Ladies and Gentlemen:
Sempra Energy, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated May 18, 2004 (the “Underwriting Agreement”) between the Company on the one hand and you as Representatives on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) the Securities specified in Schedule II hereto (the “Designated Securities”). Each of the provisions of the Underwriting Agreement is incorporated herein by reference in its entirety, and shall be deemed to be a part of this Agreement to the same extent as if such provisions had been set forth in full herein; and each of the representations and warranties set forth therein shall be deemed to have been made at and as of the date of this Pricing Agreement, except that each representation and warranty which refers to the Prospectus in Section 2 of the Underwriting Agreement shall be deemed to be a representation and warranty as of the date of the Underwriting Agreement in relation to the Prospectus (as therein defined), and also a representation and warranty as of the date of this Pricing Agreement in relation to the Prospectus as amended or supplemented relating to the Designated Securities which are the subject of this Pricing Agreement. Each reference to the Representatives herein and in the provisions of the Underwriting Agreement so incorporated by reference shall be deemed to refer to you. Unless otherwise defined herein, terms defined in the Underwriting Agreement are used herein as therein defined. The Representatives designated to act on behalf of the Representatives and on behalf of each of the Underwriters of the Designated Securities pursuant to Section 12 of the Underwriting Agreement and the address of the Representatives referred to in such Section 12 are set forth at the end of Schedule II hereto.
An amendment to the Registration Statement, or a supplement to the Prospectus, as the case may be, relating to the Designated Securities, in the form heretofore delivered to you is now proposed to be filed with the Commission.
Subject to the terms and conditions set forth herein and in the Underwriting Agreement incorporated herein by reference, the Company agrees to issue and sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company, at the time and place and at the purchase price to the Underwriters set forth in Schedule II hereto, the principal amount of Designated Securities set forth opposite the name of such Underwriter in Schedule I hereto.
If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and for each of the Representatives plus one for each counsel counterparts hereof, and upon acceptance hereof by you, on behalf of each of the Underwriters, this letter and such acceptance hereof, including the provisions of the Underwriting Agreement incorporated herein by reference, shall constitute a binding agreement between each of the Underwriters, on the one hand, and the Company, on the other hand. It is understood that your acceptance of this letter on behalf of each of the Underwriters is or will be pursuant to the authority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company for examination upon request, but without warranty on the part of the Representatives as to the authority of the signers thereof.
| Very truly yours, | ||
| Sempra Energy | ||
| By: | /s/ Charles McMonagle | |
| Name: | Charles McMonagle | |
| Title: | Vice President/Treasurer | |
| Accepted as of the date hereof: | ||
| ABN AMRO Incorporated | ||
| By: | /s/ Vincent Murray | |
| Name: | Vincent Murray | |
| Title: | Managing Director | |
| Citigroup Global Markets Inc. | ||
| By: | /s/ Damien Mitchell | |
| Name: | Damien Mitchell | |
| Title: | Vice President | |
| Deutsche Bank Securities Inc. | ||
| By: | /s/ Charles W. Chigas | |
| Name: | Charles W. Chigas | |
| Title: | Managing Director | |
| By: | /s/ Nigel Cree | |
| Name: | Nigel Cree | |
| Title: | Managing Director | |
| On behalf of each of the Underwriters | ||
2
SCHEDULE I
| Underwriter | Principal to be Purchased | Principal to be Purchased | ||||
| ABN AMRO Incorporated | $ | 80,000,000 | $ | 80,000,000 | ||
| Citigroup Global Markets Inc. | 80,000,000 | 80,000,000 | ||||
| Deutsche Bank Securities Inc. | 80,000,000 | 80,000,000 | ||||
| Greenwich Capital Markets, Inc. | 15,000,000 | 15,000,000 | ||||
| Scotia Capital (USA) Inc. | 15,000,000 | 15,000,000 | ||||
| SG Americas Securities, LLC | 15,000,000 | 15,000,000 | ||||
| UBS Securities LLC | 15,000,000 | 15,000,000 | ||||
| Total | $ | 300,000,000 | $ | 300,000,000 | ||
Schedule I-1
SCHEDULE II
Title of Designated Securities:
4.75% Notes due 2009 (the “Fixed Rate Notes”)
Floating Rate Notes due 2008 (the “Floating Rate Notes”)
Aggregate principal amount:
Fixed Rate Notes: $300,000,000
Floating Rate Notes: $300,000,000
Price to Public:
99.909% of the principal amount of the Fixed Rate Notes and 100% of the principal amount of the Floating Rate Notes, plus accrued interest, if any, from May 21, 2004
Purchase Price by Underwriters:
99.309% of the principal amount of the Fixed Rate Notes and 99.55% of the principal amount of the Floating Rate Notes
Form of Designated Securities:
Book-entry only form represented by one or more global securities deposited with The Depository Trust Company (“DTC”) or its designated custodian, to be made available for checking by the Representatives at least twenty-four hours prior to the Time of Delivery at the office of DTC.
Specified funds for payment of purchase price:
Federal (same day) funds
Time of Delivery:
10:00 a.m. (New York City time), May 21, 2004
Indenture:
Indenture dated February 23, 2000, between the Company and U.S. Bank National Association, as successor trustee to U.S. Bank Trust National Association, as Trustee
Maturity:
Fixed Rate Notes: May 15, 2009
Floating Rate Notes: May 21, 2008
Schedule II-1
Interest Rate:
Fixed Rate Notes: 4.75%, accruing from May 21, 2004
Floating Rate Notes: See Floating Rate Provisions
Interest Payment Dates:
Fixed Rate Notes: May 15 and November 15, commencing November 15, 2004
Floating Rate Notes: February 21, May 21, August 21 and November 21, commencing August 21, 2004
Redemption Provisions:
The Designated Securities may be redeemed, in whole or in part at the option of the Company, on the terms and subject to the conditions set forth in the final prospectus supplement dated May 18, 2004 relating to the Designated Securities.
Sinking Fund Provisions:
No sinking fund provisions
Floating rate provisions:
Initial annual interest rate will be 1.74% to August 21, 2004 and thereafter will be reset quarterly on each interest payment date, beginning on August 21, 2004, based on the 3 Month LIBOR Rate plus 0.47% per year.
Defeasance provisions:
The Designated Securities shall be subject to defeasance on the terms and subject to the conditions set forth in the final prospectus supplement dated May 18, 2004 relating to the Designated Securities.
Closing location for delivery of Designated Securities:
Latham & Watkins
633 West Fifth Street, Suite 4000
Los Angeles, California 90071
Additional Closing Conditions:
Not applicable.
Names and addresses of Representatives:
ABN AMRO Incorporated
55 East 52nd Street
New York, New York 10055
Citigroup Global Markets Inc.
388 Greenwich Street
New York, New York 10013
Deutsche Bank Securities Inc.
60 Wall Street
New York, New York 10005
Schedule II-2
