Sempra said on September 22, 2025 that certain subsidiaries entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests of Sempra Infrastructure Partners to affiliates of KKR and co-investor Canada Pension Plan Investment Board for an aggregate base purchase price of $9.99 billion.

8-KRegulation FD DisclosureFiled Sep 23, 2025Period of report Sep 22, 2025Summary published (UTC) Oct 12, 2026

Key points

AI summary

Sempra said on September 22, 2025 that certain subsidiaries entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests of Sempra Infrastructure Partners to affiliates of KKR and co-investor Canada Pension Plan Investment Board for an aggregate base purchase price of $9.99 billion.
The company said the purchase price will be paid as follows: $4.65 billion in cash at closing; $4.14 billion plus interest due on December 31, 2027 (totaling $4.72 billion with principal and accrued interest); and $1.2 billion plus interest due 7 years and 91 days after closing (totaling $2.24 billion with principal and accrued interest). It added that transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at closing and a development credit of $340 million will be payable by Sempra over 2 years starting in 2026.
Sempra said the closing is expected to occur in Q2 2026 or Q3, and it expects to classify Sempra Infrastructure Partners as held for sale in Q3 2025 and record income tax expense of approximately $500 million.
Sempra said that on September 22, 2025 Sempra Infrastructure Partners approved a positive FID for the Port Arthur LNG Phase 2 project, with total currently estimated capital expenditures of approximately $14 billion. On the same day, JVCo issued 49.9% of its equity interests to a consortium led by Blackstone Credit & Insurance and received immediately funded capital contributions of $3.4 billion.

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AI-written

Analysis scope · Filing body and confirmed press-release exhibitWe analyzed the filing body and confirmed exhibits. This is not a review of other exhibits, investor presentations or the full earnings call.

Sempra Infrastructure Partners 45% Equity Selldown Purchase and Sale Agreement

Sempra said on September 22, 2025 that certain subsidiaries entered into an agreement to sell 45% of the outstanding Class A Units and all general partner interests of Sempra Infrastructure Partners to affiliates of KKR and co-investor Canada Pension Plan Investment Board for an aggregate base purchase price of $9.99 billion.

Source · Based on the filing body and exhibits

Purchase Price Payment Structure and Transaction Fees and Development Credit

The company said the purchase price will be paid as follows: $4.65 billion in cash at closing; $4.14 billion plus interest due on December 31, 2027 (totaling $4.72 billion with principal and accrued interest); and $1.2 billion plus interest due 7 years and 91 days after closing (totaling $2.24 billion with principal and accrued interest). It added that transaction fees of the KKR Partners of $337.5 million will be deducted from the purchase price at closing and a development credit of $340 million will be payable by Sempra over 2 years starting in 2026.

Source · Based on the filing body and exhibits

Closing Timing and Conditions and Q3 2025 Income Tax Expense

Sempra said the closing is expected to occur in Q2 2026 or Q3, and it expects to classify Sempra Infrastructure Partners as held for sale in Q3 2025 and record income tax expense of approximately $500 million.

Source · Based on the filing body and exhibits

Port Arthur LNG Phase 2 Final Investment Decision

Sempra said that on September 22, 2025 Sempra Infrastructure Partners approved a positive FID for the Port Arthur LNG Phase 2 project, with total currently estimated capital expenditures of approximately $14 billion. On the same day, JVCo issued 49.9% of its equity interests to a consortium led by Blackstone Credit & Insurance and received immediately funded capital contributions of $3.4 billion.

Source · Based on the filing body and exhibits

AI summarized the filing and translated the summary into English; it may differ from the original. For reference only, not investment advice. AI translated the published Korean report into English. Figures are copied as filed, not recalculated.

Original filing

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