Pricing Agreement
EXHIBIT 1.2
Pricing Agreement
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Calyon Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Blaylock Robert Van, LLC
350 Frank H. Ogawa Plaza
Oakland, California 94612
Cabrera Capital Markets, LLC
10 South LaSalle Street
Chicago, Illinois 60603
November 18, 2008
Ladies and Gentlemen:
Southern California Gas Company, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated November 18, 2008 (the “Underwriting Agreement”) between the Company on the one hand and BNP Paribas Securities Corp., Calyon Securities (USA) Inc., J.P. Morgan Securities Inc., Blaylock Robert Van, LLC and Cabrera Capital Markets, LLC (the “Underwriters”) on the other hand, to issue and sell to the Underwriters named in Schedule I hereto the First Mortgage Bonds specified in Schedule II hereto (the “Designated Bonds”). 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 and the Applicable Time (as defined herein), 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 and the Applicable Time in relation to the Prospectus as amended or supplemented relating to the Designated Bonds 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
1
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 Bonds 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, and a Final Term Sheet (as defined in the Underwriting Agreement) relating to the Designated Bonds, in the form attached hereto as Schedule III, 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 Bonds 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.
[Signature Page Follows]
2
| Very truly yours,
Southern California Gas Company | ||
| By: | /s/ Robert Schlax | |
| Name: Robert Schlax Title: Vice President, Controller and Chief Financial Officer | ||
Accepted as of the date hereof:
| BNP Paribas Securities Corp. | ||
| By: | /s/ Jim Turner | |
| Name: Jim Turner Title: Managing Director Head of Debt Capital Markets | ||
| Calyon Securities (USA) Inc. | ||
| By: | /s/ Jean Francois Deroche | |
| Name: Jean Francois Deroche Title: Executive Vice President | ||
| J.P. Morgan Securities Inc. | ||
| By: | /s/ Robert Bottamedi | |
| Name: Robert Bottamedi Title: Vice President | ||
| Blaylock Robert Van, LLC | ||
| By: | /s/ Clifford Swint | |
| Name: Clifford Swint Title: Executive Vice President | ||
| Cabrera Capital Markets, LLC | ||
| By: | /s/ Robert Aguilar | |
| Name: Robert Aguilar Title: Chief Operating Officer | ||
[Pricing Agreement]
SCHEDULE I
| Underwriter | Principal Amount of Designated Bonds to be Purchased | ||
| BNP Paribas Securities Corp. | $ | 78,333,000 | |
| Calyon Securities (USA) Inc. | 78,333,000 | ||
| J.P. Morgan Securities Inc. | 78,334,000 | ||
| Blaylock Robert Van, LLC | 7,500,000 | ||
| Cabrera Capital Markets, LLC | 7,500,000 | ||
| Total | $ | 250,000,000 | |
Schedule I-1
SCHEDULE II
Title of Designated Bonds:
5.50% First Mortgage Bonds, Series LL, due 2014
Aggregate principal amount:
$250,000,000
Price to Public:
99.849% of the principal amount of the Designated Bonds, plus accrued interest, if any, from November 21, 2008 if settlement occurs after that date
Purchase Price by Underwriters:
99.249% of the principal amount of the Designated Bonds
Form of Designated Bonds:
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
Applicable Time:
4:30 p.m. (New York City time), November 18, 2008
Time of Delivery:
10:00 a.m. (New York City time), November 21, 2008
Indenture:
Indenture dated October 1, 1940, as amended and supplemented to date, including the Supplemental Indenture dated as of November 21, 2008, between the Company and U.S. Bank National Association, as successor trustee
Maturity:
March 15, 2014
Schedule II-1
Interest Rate:
5.50%
Interest Payment Dates:
March 15 and September 15, commencing March 15, 2009
Redemption Provisions:
The Designated Bonds may be redeemed, in whole or in part at the option of the Company, at any time or from time to time on the terms and subject to the conditions set forth in the final prospectus supplement dated November 18, 2008 relating to the Designated Bonds
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Bonds:
Latham & Watkins LLP
633 West Fifth Street
Los Angeles, California 90071
Additional Closing Conditions:
Not applicable
Names and addresses of Underwriters:
BNP Paribas Securities Corp.
787 Seventh Avenue
New York, New York 10019
Calyon Securities (USA) Inc.
1301 Avenue of the Americas
New York, New York 10019
J.P. Morgan Securities Inc.
270 Park Avenue
New York, New York 10017
Blaylock Robert Van, LLC
350 Frank H. Ogawa Plaza
Oakland, California 94612
Schedule II-2
Cabrera Capital Markets, LLC
10 South LaSalle Street
Chicago, Illinois 60603
Schedule II-3
SCHEDULE III
Final Term Sheet
November 18, 2008
| Issuer: | Southern California Gas Company | |
| Security: | 5.50% First Mortgage Bonds, Series LL, Due 2014 | |
| Aggregate Principal Amount Offered: | $250,000,000 | |
| Interest Payment Dates: | March 15 and September 15, commencing March 15, 2009 | |
| Coupon: | 5.50% | |
| Maturity: | March 15, 2014 | |
| Yield to Maturity: | 5.535% | |
| Spread to Benchmark Treasury: | 332 basis points | |
| Benchmark Treasury: | 2.750% due October 31, 2013 | |
| Benchmark Treasury Yield: | 2.215% | |
| Optional Redemption Provision: | Make Whole Call UST + 50 basis points | |
| Price to Public: | 99.849% | |
| Settlement Date: | November 21, 2008 | |
| CUSIP: | 842434CH3 | |
| Anticipated Ratings: | A1 (stable) by Moody’s Investors Service A+ (negative) by Standard & Poor’s Ratings Services AA (stable) by Fitch Ratings | |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. Calyon Securities (USA) Inc. J.P. Morgan Securities Inc. | |
| Co-Managers: | Blaylock Robert Van, LLC Cabrera Capital Markets, LLC | |
Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
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 BNP Paribas Securities Corp. toll free at (800) ###-###-####, Calyon Securities (USA) Inc. toll free at (866) ###-###-#### or J.P. Morgan Securities Inc. collect at (212) ###-###-####.
Schedule III-1
SCHEDULE IV
The Final Term Sheet attached as Schedule III to the Pricing Agreement
