Dba Sempra · NYSE:SRE
Dba Sempra — Sempra — Merger or Acquisition (September 2025)
27 slides from Dba Sempra's merger presentation, Sep 23, 2025
Slide 1: Sempra Advances Transition to a Leading U.S. Utility Growth Business
Sempra Advances Transition to a Leading U.S. Utility Growth Business September 23, 2025
Slide 2: About This Presentation
About This Presentation This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on assumptions about the future, involve risks and uncertainties, and are not guarantees. Future results may
Slide 3: 2025 Value Creation Initiatives
2025 Value Creation Initiatives 1 1 Invest $13B this year, prioritizing utility investments and improved returns 2 Unlock value in our LNG franchise ✓ Announcing Definitive Sales Agreement ✓ Taking FID Port Arthur LNG Phase 2 3 Sell non-core assets in Mexico to simplify the business and reduce portf
Slide 4: Transaction Overview
1 Transaction Overview Deal Highlights Organizational Structure 2 ▪ Selling 45% ownership stake for $10B ▪ 13.8x EV/EBITDA 3 Pro-Forma Ownership (Illustrative) 4 ▪ Implied equity value of $22.2B and EV of $31.7B 5 ▪ Projecting $0.20 average EPS accretion on full-year basis 7 ▪ Transaction expected t
Slide 5: Transaction Benefits
Transaction Benefits Today’s announcement provides key benefits that advance Sempra’s transition to a leading U.S. utility growth business Simplifying Business Model Funding Utility Growth 4 ▪ Sharpens focus to a leading U.S. utility growth business ▪ Eliminates common equity needs in 2025 – 2029 ca
Slide 6: Transaction Timeline
Transaction Timeline 1 Transaction expected to close Q2 – Q3 2026 and eliminates planned equity needs in 2025 – 2029 capital plan Issued Sale Signed LOI Receive Regulatory + $4.1B 4 Notice with KKR Q3 Earnings Call Other Approvals of Proceeds 1H-2025 2nd Half 2017 2H-2025 September November October
Slide 7: Port Arthur LNG Phase 2 FID Overview
Port Arthur LNG Phase 2 FID Overview Launching Phase 2 helps extend strong, visible growth at Sempra Infrastructure Partners into the next decade FID Highlights Organizational Structure 4 Pro-Forma Project Ownership ▪ Significant shared common facilities with Phase 1 drives (Illustrative) favorable
Slide 8: Sempra Infrastructure Partners Implied Equity Valuation
Sempra Infrastructure Partners Implied Equity Valuation 45% Sold ($B) $15.1 Raised Through Sales of 75% Interest $10 Proceeds 4 in Sempra Infrastructure Partners1 4 $22.2 10% Sold $1.8 Proceeds 20% Sold 3 20% CAGR $3.4 Proceeds Implied equity valuation in Sempra Infrastructure Sell-Side $17.9 Partne
Slide 9: Conclusion
Conclusion Key Expected Benefits From Strategic Actions Announced Today 1 Sharpens focus on building a leading U.S. utility growth business 2 Reduces business risk by lowering exposure to non-utility investments 3 Strengthens balance sheet 4 Improves credit profile and FFO-to-Debt 1 5 Adds five-year
Slide 10: Appendix I
Appendix | @® SEMPRA | 10
Slide 11: Sempra Infrastructure Partners Transaction Adjustments
Sempra Infrastructure Partners Transaction Adjustments Transaction proceeds structured to align with timing of reinvestment needs Amount ($B) Total Cash Flows $11.61 1,2 Purchase Price $9.99 3 Closing Proceeds $4.65 2027 Proceeds $4.14 4 2033 Proceeds $1.20 5 Financial Instruments Interest Income $1
Slide 12: Business Mix and Credit Profile Improvement
Business Mix and Credit Profile Improvement Sempra expects to benefit from a reduction of business risk and deconsolidation of Sempra Infrastructure Partners 1 2 Current Transaction Pro-Forma Target Sempra Business Mix Regulated Utilities 81% 95% Sempra Infrastructure Partners 19% 5% Sempra Ownershi
Slide 13: Port Arthur LNG Phase 2
Port Arthur LNG Phase 2 Port Arthur LNG Phase 2 strengthens Sempra Infrastructure Partners world-class LNG franchise Project Highlights Quality Customers ▪ Significant shared common facilities with Phase 1 drives ▪ LNG offtake agreements with world-class anchor and high-quality favorable economics a
Slide 14: Benefits of Diversified Utility Mix
Benefits of Diversified Utility Mix Sempra’s utility earnings, cash flows, and credit quality benefit from scale advantages in some of the largest U.S. markets, as well as regulatory diversity across business lines Geographic + Regulatory Diversity1 $57B $80B 2025 Projected Rate Base 2029 Projected
Slide 15: Credit Ratings
1 Credit Ratings S&P Fitch Moody’s Issuer Rating BBB+ BBB+ Baa2 Sempra Outlook Negative Stable Negative Issuer Rating A- BBB+ Baa1 Sempra Oncor Texas Outlook Stable Negative Negative Issuer Rating BBB+ BBB+ A3 SDGE Outlook Stable Stable Stable Sempra California Issuer Rating A- A A2 SoCalGas Outlook
Slide 16: Appendix II Non-GAAP Financial Measures
Appendix II Non-GAAP Financial Measures | 16
Slide 17: Sempra Infrastructure Partners EV/EBITDA
Sempra Infrastructure Partners EV/EBITDA Management and external users, such as industry analysts and investors, use the EV/EBITDA ratio as a supplemental measure of valuation and operating performance of Sempra Infrastructure Partners. EV is calculated using an implied equity value based on transac
Slide 18: EV/EBITDA (Continued)
Sempra Infrastructure Partners EV/EBITDA (Continued) The tables below reconcile Sempra Infrastructure Partners Projected Proportionate Net Debt and Projected Proportionate EBITDA to, what we consider to be, the most directly comparable measures calculated in accordance with GAAP. At December 31, 202
Slide 19: FFO to Debt Ratio
FFO to Debt Ratio FFO, and thereby the ratio of FFO to Debt, are non-GAAP financial measures. As defined and used by management, FFO, which is comprised of Net Cash Provided by Operating Activities (also referred to as operating cash flows), which we consider to be the most directly comparable GAAP
Slide 20: 2024 Adjusted Earnings (Losses) by Business Unit
1 2024 Adjusted Earnings (Losses) by Business Unit Sempra Adjusted Earnings exclude items (after the effects of income taxes and, if applicable, NCI) in 2024 as follows: Year ended December 31, 2024: ▪ $(104) million impact from regulatory disallowances at Sempra California consisting of: ▪ $(89) mi
Slide 21: 2025 and 2026 Adjusted EPS Guidance Ranges
2025 and 2026 Adjusted EPS Guidance Ranges Sempra 2025 and 2026 Adjusted EPS Guidance Ranges are non-GAAP financial measures. These non-GAAP financial measures exclude significant items that are generally not related to our ongoing business activities and/or infrequent in nature. These non-GAAP fina
Slide 22: 2025 and 2026 Adjusted EPS Guidance Ranges (Continued)
2025 and 2026 Adjusted EPS Guidance Ranges (Continued) SEMPRA 2026 ADJUSTED EPS GUIDANCE RANGE We are unable to reconcile Sempra 2026 Adjusted EPS Guidance Range of $4.80 to $5.30 to Sempra 2026 GAAP EPS Guidance Range, which we consider to be the most directly comparable financial measure calculate
Slide 23: Appendix III Endnotes + Defined Terms
Appendix III Endnotes + Defined Terms | 23
Slide 24: Endnotes
Endnotes Slide 3: 2025 Value Creation Initiatives 1. Sempra previously estimated $13B of projected capital investments in 2025 within its 2025 – 2029 capital plan as announced on its Q4-2024 earnings call on February 25, 2025. This 2025 projection and the 2025 – 2029 capital plan do not reflect the
Slide 25: Endnotes (Continued)
Endnotes (Continued) Slide 7: Port Arthur LNG Phase 2 FID Overview 1. This price is subject to adjustment. 2. Distributions will initially be made at 59.9% to the Investor Members and 40.1% to the Sempra Infrastructure Partners member and are subject to adjustment in certain circumstances. 3. These
Slide 26: Endnotes (Continued)
Endnotes (Continued) Slide 13: Port Arthur LNG Phase 2 1. This price is subject to adjustment. 2. These are Trains 3 and 4 of the full Port Arthur facility, inclusive of the two trains at Phase 1 that are under construction. 3. Assumes close of transaction with KKR. 4. Estimated incremental CapEx of
Slide 27: Defined Terms
Defined Terms ADIA Black Silverback ZC 2022 LP (assignee of Black River B 2017 Inc.), a wholly owned affiliate of Abu Dhabi Investment Authority Bechtel Bechtel Energy Inc. Blackstone Blackstone Credit & Insurance CAGR compound annual growth rate CapEx capital expenditures CPPIB Canada Pension Plan