Sempra Closes 45% Sale of Infrastructure Arm to KKR Group, Taking US$4.56 Billion in Cash

Sempra closed the sale of a 45 percent equity interest in Sempra Infrastructure Partners on Nov. 12, collecting US$4.56 billion in cash at closing from a group of KKR affiliates that includes Canada Pension Plan Investment Board as an indirect co-investor.

The buyers now control the platform. Sempra's Form 8-K, filed with the U.S. Securities and Exchange Commission the same day, says the KKR partners hold 65 percent of the business, Sempra keeps 25 percent and an affiliate of the Abu Dhabi Investment Authority keeps the 10 percent it already owned.

Sempra also deconsolidated the unit effective Nov. 12 and will carry its remaining quarter under the equity method. That lifts one of the largest LNG export developers in the United States off the parent's balance sheet at the point where its heaviest construction spending is still ahead, and converts an operating stake into cash and notes that Sempra says will fund regulated utility growth in Texas and California.

"This transaction supports our efforts to further simplify the company's business model while supporting the growth of our utilities in Texas and California," said Jeffrey W. Martin, chairman and CEO of Sempra, in the company's announcement of the closing. The sale follows the disposal of Ecogas Mexico in August, part of the same capital recycling program.

Deferred notes leave US$5.3 billion of the Sempra price unpaid until 2027 and 2034

Cash at closing covers 46 percent of the roughly US$9.9 billion of principal in the deal, by Oil Authority's calculation. The remainder sits in two deferred obligations that the KKR side will settle over the next eight years.

The larger note runs to US$4.14 billion of principal, carries 7.5 percent interest compounded quarterly and matures on Dec. 31, 2027, which lifts the total to US$4.51 billion with interest. Investors in the KKR partners signed equity commitment letters to fund those payments. The second note, US$1.20 billion of principal, pays 8.5 percent until the start of 2031 and 10 percent through maturity on Feb. 11, 2034, reaching US$2.31 billion if it runs the full term.

Sempra expects a pre-tax gain of US$2.80 billion to US$3.30 billion on the sale, or US$2.00 billion to US$2.40 billion after tax, against transaction costs of US$450 million to US$550 million before tax. The company called those estimates preliminary and subject to post-closing adjustments.

When the deal was announced on Sept. 23, 2025, Sempra put the price at US$10 billion before adjustments and expected 47 percent of the cash at close, 41 percent by the end of 2027 and the balance about seven years out. It also guided to a close in the second or third quarter of 2026. The payment split landed close to that plan. The calendar did not, with the closing arriving in the fourth quarter.

Port Arthur LNG Phase 2 carries the spending the new owners inherit

The same 2025 announcement valued Sempra Infrastructure at US$22.2 billion of equity and US$31.7 billion of enterprise value, and it came alongside a final investment decision on Port Arthur LNG Phase 2 in Texas. That expansion adds about 13 million tonnes a year of capacity across two trains for roughly US$12 billion of project capital, with about US$2 billion more for shared facilities. Bechtel Energy holds full notice to proceed.

Commercial operations are set for 2030 on Train 3 and 2031 on Train 4. ConocoPhillips signed as anchor customer under 20 year agreements, alongside EQT, Japan's JERA and Sempra Infrastructure itself. Investors led by Blackstone Credit and Insurance bought 49.9 percent of the phase for US$7 billion, leaving Sempra Infrastructure with 50.1 percent.

Feedstock costs stayed mild through the week. Henry Hub spot gas was US$3.00 per million British thermal units on Nov. 11, the most recent day in the U.S. Energy Information Administration daily series, while Europe Brent spot sat at US$92.14 a barrel the same day.

The Canadian piece of this is the capital. CPP Investments, which manages contributions for Canadian workers, now holds an indirect interest in US Gulf Coast liquefaction at the same time that Canadian projects on the British Columbia coast are adding their own export capacity. Its money sits behind trains that will not ship a cargo until 2030.

Sempra's leadership changes took effect with the closing. Justin C. Bird became executive vice president and chief financial officer on Nov. 13, and Karen L. Sedgwick, the outgoing CFO, became chief executive of Southern California Gas Company the same day. The first deferred payment falls due on Dec. 31, 2027.