Sempra Energy’s $9.6 billion acquisition financing

Sidley represented Morgan Stanley, RBC Capital Markets and the other underwriters in connection with a $9.6 billion acquisition financing by Sempra Energy, an energy services holding company based in San Diego that operates energy infrastructure and provides gas and electricity transmission and distribution services.

The offerings consisted of a $2.9 billion common stock offering (of which $2.5 billion was sold in connection with forward sale agreements) and a concurrent $1.7 billion mandatory convertible preferred stock offering, followed immediately by a $5.0 billion debt offering consisting of seven tranches of floating and fixed rate notes. Sempra Energy plans to use the proceeds to finance its $9.45 billion acquisition of Oncor Electric Delivery Company, an electricity transmission and distribution company located in Texas, and to pay related transaction expenses.

The common stock and mandatory convertible preferred stock offerings set a number of records, including largest power and utility equity acquisition financing, largest base forward sale transaction and fifth largest equity acquisition financing in U.S. capital markets history.

The Sidley team was led by Eric Haueter (capital markets) and included partners Rob Mandell (convertible securities), Prabhat Mehta (equity derivatives), Nick Brown (tax), Alex Rovira (bankruptcy), Ken Irvin (energy regulatory) and Peter Huston (antitrust), counsel Brad Fenner (capital markets), and associates Richard Bass, Justin Platt, Arash Parsi, Irina Luzanovskaya, Stefan Giudici and Nicole Garrett (capital markets) and Josh Lingerfelt and Lena Qiu (tax).

 

Involved fees earner: Eric Haueter – Sidley Austin LLP; Prabhat Mehta – Sidley Austin LLP; Bradley Fenner – Sidley Austin LLP; Richard Bass – Sidley Austin LLP; Justin Platt – Sidley Austin LLP; Arash Parsi – Sidley Austin LLP; Irina Luzanovskaya – Sidley Austin LLP; Robert Mandell – Sidley Austin LLP; Nicholas Brown – Sidley Austin LLP; Joshua Lingerfelt – Sidley Austin LLP; Lena X. Qiu – Sidley Austin LLP; Alex Rovira – Sidley Austin LLP; Kenneth Irvin – Sidley Austin LLP; Peter Huston – Sidley Austin LLP;

Law Firms: Sidley Austin LLP;

Clients: Morgan Stanley; RBC Capital Markets;