Edison International Announces Expiration and Results of Tender Offers for Its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A
November 16 2023 - 8:08AM
Business Wire
Edison International (NYSE: EIX) today announced the expiration
and results for its previously announced cash tender offers to
purchase its outstanding 5.00% Fixed-Rate Reset Cumulative
Perpetual Preferred Stock, Series B (the “Series B Preferred Stock”
and such offer, the “Series B Offer”) and 5.375% Fixed-Rate Reset
Cumulative Perpetual Preferred Stock, Series A (the “Series A
Preferred Stock” and, together with the Series B Preferred Stock,
the “Securities” and such offer, the “Series A Offer” and, together
with the Series B Offer, the “Offers” each, an “Offer”) for a
maximum aggregate purchase price in cash of up to $750 million (the
“Maximum Aggregate Purchase Price”), plus Accrued Dividends (as
defined below).
The Offers expired on November 16, 2023 at 8:00 a.m., New York
City time (the “Expiration Date”). Based on the count by the
depositary for the Offers, as of the Expiration Date, $84,223,000
aggregate liquidation preference of Series B Preferred Stock and
$61,497,000 aggregate liquidation preference of Series A Preferred
Stock have been validly tendered and not validly withdrawn. Because
the consideration for the Securities validly tendered and not
validly withdrawn will be less than the Maximum Aggregate Purchase
Price, the Company has accepted for purchase all such Securities
validly tendered and not withdrawn as of the Expiration Date.
The consideration for the Securities tendered and accepted for
purchase will equal $895 per $1,000 liquidation preference per
share of Series B Preferred Stock pursuant to the Series B Offer
and $915 per $1,000 liquidation preference per share of Series A
Preferred Stock pursuant to the Series A Offer, plus Accrued
Dividends. As used in connection with the Offers, “Accrued
Dividends” means, for each $1,000 liquidation preference per share
of Securities, accrued and unpaid dividends from the last dividend
payment date with respect to such Security up to, but not
including, the settlement date of the Offers, assuming for purposes
of the Offers that a dividend for such Security had in fact been
declared during such period.
All conditions to the Offers were deemed satisfied or waived by
the Company by the Expiration Date. The Company expects that the
settlement date for the Offers will be November 21, 2023.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), the Company has filed
with the Securities and Exchange Commission an Issuer Tender Offer
Statement on Schedule TO, which contains additional information
with respect to the Offers. The Schedule TO, including the exhibits
and the amendments and supplements thereto, may be examined, and
copies may be obtained, at the Securities and Exchange Commission’s
website at www.sec.gov.
Barclays Capital Inc., Citigroup Global Markets Inc. and Mizuho
Securities USA LLC have acted as dealer managers for the Offers.
For additional information regarding the terms of the Offers,
please contact: Barclays Capital Inc. at (800) 438-3242 (toll-free)
or (212) 528-7581 (collect), Citigroup Global Markets Inc. at (800)
558-3745 (toll-free) or (212) 723-6106 (collect), or Mizuho
Securities USA LLC at (866) 271-7403 (toll-free) or (212) 205-7562
(collect). To confirm delivery of Securities, please contact Global
Bondholder Services Corporation, which is acting as the tender
agent and information agent for the Offers, at (212) 430-3774
(collect) or (855) 654-2015 (toll-free).
About Edison International
Edison International (NYSE: EIX) is one of the nation’s largest
electric utility holding companies, providing clean and reliable
energy and energy services through its independent companies.
Headquartered in Rosemead, California, Edison International is the
parent company of Southern California Edison Company, a utility
that delivers electricity to 15 million people across Southern,
Central and Coastal California. Edison International is also the
parent company of Edison Energy LLC, a global energy advisory firm
providing integrated sustainability and energy solutions to
commercial, industrial and institutional customers.
Safe Harbor Statement for Investors
Statements contained in this press release about expectations
regarding the Offers, financings and other statements that do not
directly relate to a historical or current fact are forward-looking
statements. In this press release, the words “expects,” “will” and
variations of such words and similar expressions, or discussions of
strategy, plans or actions, are intended to identify
forward-looking statements. Such statements reflect our current
expectations; however, such statements necessarily involve risks
and uncertainties. Actual results could differ materially from
current expectations. Other important factors are discussed in
Edison International’s Form 10-K and other reports filed with the
Securities and Exchange Commission, which are available on our
website: edisoninvestor.com. Edison International has no obligation
to publicly update or revise any forward-looking statements,
whether due to new information, future events or otherwise.
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Investor Relations: Sam Ramraj, (626) 302-2540 Media Relations:
(626) 302-2255 News@sce.com
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