Pricing Agreement
Exhibit 1.2
Banc of America Securities LLC
00 Xxxx 00xx Xxxxxx, XX0-000-00-00,
Xxx Xxxx, XX 00000
BNP Paribas Securities Corp.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
As Representatives of the several
Underwriters named in Schedule I hereto,
June 5, 2006
Ladies and Gentlemen:
San Diego Gas & Electric Company, a California corporation (the “Company”), proposes, subject to the terms and conditions stated herein and in the Underwriting Agreement, dated June 5, 2006 (the “Underwriting Agreement”) between the Company on the one hand and Banc of America Securities LLC, BNP Paribas Securities Corp. and Greenwich Capital Markets, Inc. on the other hand, to issue and sell to the Underwriters named in Schedule I hereto (the “Underwriters”) 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 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.
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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.
| Very truly yours, | ||
| San Diego Gas & Electric Company | ||
| By: | /s/ Xxxx X. Xxxxx | |
| Name: | Xxxx X. Xxxxx | |
| Title: | Vice President, Finance & Treasurer | |
| Accepted as of the date hereof: | ||
| Banc of America Securities LLC | ||
| By: | /s/ Xxxx Xxxxx | |
| Name: | Xxxx Xxxxx | |
| Title: | Principal | |
2
| BNP Paribas Securities Corp. | ||
| By: |
/s/ Xxxxxxx X. XxXxxx | |
| Name: |
Xxxxxxx X. XxXxxx | |
| Title: |
Managing Director | |
| Greenwich Capital Markets, Inc. | ||
| By: |
/s/ Xxxx XxXxxx | |
| Name: |
Xxxx XxXxxx | |
| Title: |
Senior Vice President | |
On behalf of each of the Underwriters
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SCHEDULE I
| Underwriter |
Principal Amount of Designated Bonds to be Purchased | ||
| Banc of America Securities LLC |
$ | 65,000,000 | |
| BNP Paribas Securities Corp. |
65,000,000 | ||
| Greenwich Capital Markets, Inc. |
65,000,000 | ||
| Calyon Securities (USA) Inc. |
22,500,000 | ||
| HSBC Securities (USA) Inc. |
22,500,000 | ||
| Loop Capital Markets, LLC |
10,000,000 | ||
| Total |
$ | 250,000,000 | |
Schedule I-1
SCHEDULE II
Title of Designated Bonds:
6.00% First Mortgage Bonds, Series DDD due 0000
Xxxxxxxxx principal amount:
$250,000,000
Price to Public:
99.553% of the principal amount of the Designated Bonds
Purchase Price by Underwriters:
98.678% 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:
1:15 p.m. (New York City time) June 5, 2006
Time of Delivery:
10:00 a.m. (New York City time), June 8, 2006
Indenture:
Indenture dated July 1, 1940, as amended and supplemented to date, including the Supplemental Indenture dated as of June 8, 2006, between the Company and U.S. Bank National Association, as successor trustee
Maturity:
June 1, 2026
Schedule II-1
Interest Rate:
6.00%
Interest Payment Dates:
June 1 and December 1, commencing December 1, 2006
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 June 5, 2006, relating to the Designated Bonds.
Sinking Fund Provisions:
No sinking fund provisions
Closing location for delivery of Designated Bonds:
Xxxxxx & Xxxxxxx LLP
000 Xxxx Xxxxx Xxxxxx
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Additional Closing Conditions:
Not applicable
Names and addresses of Representatives:
Designated Representatives:
Banc of America Securities LLC
BNP Paribas Securities Corp.
Greenwich Capital Markets, Inc.
Address for Notices, etc.:
Banc of America Securities LLC
00 Xxxx 00xx Xxxxxx, XX0-000-00-00,
Xxx Xxxx, XX 00000
Attention: High Grade Transaction Management/Legal
000.000.0000 (FAX)
BNP Paribas Securities Corp.
000 0xx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Fixed Income Syndicate Desk
000.000.0000 (FAX)
Greenwich Capital Markets, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
Attention: Credit Markets/Legal
000.000.0000 (FAX)
0
Xxxxxxxxx Xxxxxxx Xxxxxxx, Inc. 000 Xxxxxxxxx Xxxx Xxxxxxxxx, XX 00000 Attention: Credit Markets/Legal 000.000.0000 (FAX)
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