Dba Sempra · NYSE:SRE
Dba Sempra — Sempra Energy — Merger or Acquisition (January 2021)
25 slides from Dba Sempra's merger presentation, Jan 22, 2021
Slide 1: Filed by Sempra Energy Pursuant to Rule 425
Filed by Sempra Energy Pursuant to Rule 425 under the Securities Act of 1933 Subject Company: Sempra Energy Commission File No.: 1-14201
Slide 2: Sempra Energy Exchange Offer Process Overview and Key Transaction Benefits for IEnova Shareholders
Sempra Energy Exchange Offer Process Overview and Key Transaction Benefits for IEnova Shareholders January 2021
Slide 3: Additional Information and Where to Find It
Additional Information and Where to Find It The proposed stock-for-stock exchange offer will be submitted to IEnova’s shareholders for their consideration. In connection with the proposed exchange offer, Sempra Energy has filed a registration statement with the U.S. Securities and Exchange Commissio
Slide 4: Safe Harbor: forward-looking statement factors
Factors, among others, that could cause our actual results and future actions to differ materially from those described in any forward-looking statements include risks and uncertainties relating to: the timing of the proposed transactions described herein; the ability to satisfy the conditions to cl
Slide 5: Safe Harbor (3/3)
These risks and uncertainties are further discussed in the reports that Sempra Energy has filed with the SEC. These reports are available through the EDGAR system free-of-charge on the SEC's website, www.sec.gov, and on the company's website, www.sempra.com. Investors should not rely unduly on any f
Slide 6: Table of Contents
Table of Contents Executive Summary Sempra Overview Transaction Overview and Key Benefits
Slide 7: Executive Summary
Executive Summary Strong Valuation Infrastructure Platform with Growth Opportunity Well Diversified Infrastructure Platform Favorable Growth Profile Opportunity for Greater Returns Enhanced Scale & Liquidity(4) Strong + Sustainable Business Model Exchange Offer Details Offer to exchange newly-issued
Slide 8: Sempra Overview
cs ‘Sempra Energy” Sempra Overview
Slide 9: Positioned in North America's Most Attractive Markets
24 11 Positioned in What We Believe Are North America’s Most Attractive Markets 2019 Gross Domestic Product (GDP) data, current prices are rounded in trillions of U.S.$: Bureau of Economic Analysis (BEA) “Bearfacts” (April 2020) and The World Bank national accounts data. Chart is illustrative. Sempr
Slide 10: Focused on Higher-Value, Lower-Risk Infrastructure
Focused on Higher-Value, Lower-Risk Infrastructure In addition to focusing on what we believe are the most attractive markets in North America, we are investing in the portion of the energy value chain that should provide attractive risk-adjusted returns Exploration and Production Generation or Proc
Slide 11: Overview and Strategic Rationale of Sempra Infrastructure Partners
Overview and Strategic Rationale of Sempra Infrastructure Partners The goal of Sempra Infrastructure Partners is to create scale, unlock portfolio synergies, better position the business for growth, and help facilitate the global energy transition Existing Structure Sempra Infrastructure Partners Bu
Slide 12: Transaction Overview and Key Benefits
Transaction Overview and Key Benefits
Slide 13: Transaction Summary
Transaction Summary Sempra has presented a non-binding offer to IEnova’s board of directors consisting of an Exchange Ratio of 0.0313 shares of Sempra’s common stock for each IEnova ordinary share tendered into the Exchange Offer. The Exchange Ratio is subject to approval by Sempra’s board of direct
Slide 14: Key Benefits of the Exchange Offer
Key Benefits of the Exchange Offer Strong Valuation Infrastructure Platform with Growth Opportunity Well Diversified Infrastructure Platform Favorable Growth Profile Opportunity for Greater Returns Enhanced Scale & Liquidity Strong + Sustainable Business Model 1 2 3 4 5 6 7 The Exchange Offer should
Slide 15: Strong Valuation
Strong Valuation Source: Bloomberg. Sempra has presented a non-binding offer to IEnova’s board of directors consisting of an Exchange Ratio of 0.0313 shares of Sempra’s common stock for each IEnova ordinary share tendered into the Exchange Offer. The Exchange Ratio is subject to approval by Sempra’s
Slide 16: Infrastructure Platform with Growth Opportunity
Infrastructure Platform with Growth Opportunity Sempra’s diversified investment portfolio of regulated utilities and long-term contracted energy infrastructure is expected to provide an attractive combination of stable cash flows and growth opportunity Largest 5-year capital plan in Sempra’s history
Slide 17: Well Diversified Infrastructure Platform
Well Diversified Infrastructure Platform The IEnova Status Quo charts reflect the earnings (losses) attributable to common shares of Sempra’s Sempra Mexico segment for the nine months ended September 30, 2020. The Sempra U.S. GAAP Earnings charts reflect earnings (losses) as a percentage of Sempra’s
Slide 18: Favorable Growth Profile
IEnova dividends are reported in U.S. dollars. Dividends of U.S.$200million paid August 15, 2017 were converted to U.S. dollars using that day’s exchange rate of Ps.17.8483 per U.S.$1.00 as reported by the Mexican Central Bank; dividends of U.S.$210.0 million paid August 21, 2018 were converted to U
Slide 19: Opportunity for Greater Returns
Source: Bloomberg data from November 30, 2015 through November 27, 2020, the last full trading day of the week prior to Sempra's public announcement of the Exchange Offer. Total shareholder return is the growth in value of a shareholding over a specified period, assuming dividends are reinvested to
Slide 20: Enhanced Scale & Liquidity
Enhanced Scale & Liquidity Note: Increased liquidity subject to further conditions, including but not limited to, IEnova investor having trading/custodian capabilities in international markets. As of September 30, 2020. As of November 27, 2020, the last full trading day of the week prior to Sempra's
Slide 21: Strong + Sustainable Business Model
Strong + Sustainable Business Model Percentage is based on 2020 – 2024 capital plan. Actual amounts expended will depend on a number of factors and may differ materially from the amounts reflected in our capital plan. As of May 2020. The 2018 Board Diversity Census of Women and Minorities on Fortune
Slide 22: Key Takeaways
Key Takeaways Over the five-year period ended December 1, 2020. Increased liquidity subject to further conditions being met, including but not limited to, IEnova investor having trading/custodian capabilities in international markets. Based on Bloomberg market data as of November 27, 2020, all of wh
Slide 23: Appendix
Appendix
Slide 24: Reconciliation to U.S. GAAP (1/2)
Reconciliation to U.S. GAAP (1/2) Represents Sempra’s SDG&E, SoCalGas and Sempra Texas Utilities segments. Sempra’s Sempra Mexico segment is primarily comprised of IEnova, as well as certain holding companies and risk management activities. Represents Sempra’s Sempra Mexico and Sempra LNG segments.
Slide 25: Reconciliation to U.S. GAAP (2/2)
Reconciliation to U.S. GAAP (2/2) Pro Forma Adjusted Earnings is a non-U.S. GAAP financial measure, which excludes certain items from Earnings (losses) attributable to common shares and assumes 100% ownership of IEnova. Sempra's management may use Pro Forma Adjusted Earnings internally for financial