Edison International Commences Tender Offers
to Purchase Its 5.00% Fixed-Rate Reset Cumulative Perpetual
Preferred Stock, Series B and 5.375% Fixed-Rate Reset Cumulative
Perpetual Preferred Stock, Series A For a Maximum Aggregate
Purchase Price in Cash of Up to $750 Million
Edison International (NYSE: EIX) today announced the
commencement of 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).
Series of Securities
CUSIP/ISIN No.
Acceptance Priority
Level
Liquidation Preference Per
Share
Aggregate Liquidation
Preference Outstanding
Offer Price
5.00% Fixed-Rate Reset Cumulative
Perpetual Preferred Stock, Series B
281020AT4 / US281020AT41
1
$
1,000
$
750,000,000
$895 per $1,000 liquidation
preference
5.375% Fixed-Rate Reset
Cumulative Perpetual Preferred Stock, Series A
281020AS6 / US281020AS67
2
$
1,000
$
1,250,000,000
$915 per $1,000 liquidation
preference
The Offers will expire on November 8, 2023 at 8:00 a.m., New
York City time, unless the Company extends or earlier terminates
either of the Offers (such time and date, as the same may be
extended or earlier terminated, 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
(the “Series B Offer Price”) and $915 per $1,000 liquidation
preference per share of Series A Preferred Stock pursuant to the
Series A Offer (the “Series A Offer Price” and, together with the
Series B Offer Price, the “Offer Price”), 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 (as defined below) of the Offers, assuming for
purposes of the Offers that a dividend for such Security had in
fact been declared during such period.
The Company’s acceptance of any Securities validly tendered will
be subject to the acceptance priority levels noted in the table
above (the “Acceptance Priority Levels”). The Series B Offer has
been assigned an Acceptance Priority Level of 1 and the Series A
Offer an Acceptance Priority Level of 2. Accordingly, all
Securities validly tendered in the Series B Offer will be accepted
for purchase before any validly tendered Securities of the Series A
Offer are accepted.
If the aggregate purchase price for Securities that are validly
tendered and not properly withdrawn as of the Expiration Date (the
“Total Tendered Purchase Price”) exceeds the Maximum Aggregate
Purchase Price, the Company will accept for purchase that number of
shares of Series A Preferred Stock ($1,000 liquidation preference
per share) validly tendered and not withdrawn, having an aggregate
price (the “Series A Purchase Price”) which when added to the
aggregate price (the “Series B Purchase Price”) of shares of Series
B Preferred Stock ($1,000 liquidation preference per share) validly
tendered and not withdrawn, does not cause the aggregate purchase
price for the Securities validly tendered, not withdrawn and
accepted for purchase (the “Total Purchase Price”) to exceed the
Maximum Aggregate Purchase Price. In that event, the Series A
Preferred Stock that will be accepted for purchase will be subject
to proration, as described in the Offer to Purchase. The Company
will pay the Total Purchase Price plus Accrued Dividends for the
Securities it purchases promptly after the Expiration Date and the
acceptance of the Securities for purchase. The date on which such
payment is made is referred to as the “Settlement Date.”
The Company intends to pay the consideration payable by it
pursuant to the Offers and the fees and expenses incurred by it in
connection therewith, with cash on hand, proceeds of debt
issuances, which may include commercial paper and junior
subordinated notes, or a combination of the foregoing. In any case,
the Company intends to replace the equity content of any
repurchased securities.
Securities tendered pursuant to either of the Offers may be
validly withdrawn at any time on or prior to the Expiration Date by
following the procedures described in the Offer to Purchase.
The terms and conditions of the Offers are described in the
Offer to Purchase, dated October 11, 2023 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”), and the
accompanying Letter of Transmittal, dated October 11, 2023
(together with the Offer to Purchase, the “Offer Materials”). The
Offers are subject to the satisfaction or waiver of certain
conditions specified in the Offer Materials, including the valid
tendering of a number of Securities that would result in a Total
Purchase Price of at least $300 million (the “Minimum Tender
Condition”).
Upon request, the Offer Materials will be provided to record
holders of Securities and will be furnished to brokers, dealers,
commercial banks, trust companies or other nominee stockholders and
similar persons whose names, or the names of whose nominees, appear
on the Company’s stockholder list or, if applicable, who are listed
as participants in a clearing agency’s security position listing
for subsequent transmittal to beneficial owners of the Securities.
The Offer Materials contain important information that holders are
urged to read before any decision is made with respect to either of
the Offers.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), the Company is filing
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 any 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 are acting 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 Offer, at (212) 430-3774
(collect) or (855) 654-2015 (toll-free).
THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND IS NOT
AN OFFER OR SOLICITATION TO PURCHASE SECURITIES. THE OFFERS ARE
BEING MADE SOLELY PURSUANT TO THE OFFER MATERIALS WHICH SET FORTH
THE COMPLETE TERMS OF THE OFFERS THAT HOLDERS OF THE SECURITIES
SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.
THE COMPANY IS NOT MAKING THE OFFERS TO (NOR WILL IT ACCEPT ANY
TENDER OF SECURITIES FROM OR ON BEHALF OF) HOLDERS OF SECURITIES IN
ANY JURISDICTION IN WHICH THE MAKING OF THE OFFERS OR THE
ACCEPTANCE OF ANY TENDER OF SECURITIES WOULD NOT BE IN COMPLIANCE
WITH THE LAWS OF SUCH JURISDICTION, PROVIDED THAT THE COMPANY WILL
COMPLY WITH THE REQUIREMENTS OF RULE 13E-4(F)(8) PROMULGATED UNDER
THE EXCHANGE ACT. HOWEVER, THE COMPANY MAY, AT ITS DISCRETION, TAKE
SUCH ACTION AS THE COMPANY MAY DEEM NECESSARY FOR IT TO MAKE THE
OFFERS IN ANY SUCH JURISDICTION AND EXTEND THE OFFERS TO HOLDERS OF
SECURITIES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES
OR BLUE SKY LAWS OF WHICH REQUIRE THE OFFERS TO BE MADE BY A
LICENSED BROKER OR DEALER, THE OFFERS SHALL BE DEEMED TO BE MADE ON
THE COMPANY’S BEHALF BY ONE OR MORE REGISTERED BROKERS OR DEALERS
WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.
Additional Information Regarding the Tender Offers
This communication is for informational purposes only. This
communication is not a recommendation to buy or sell the Securities
or any other securities, and it is neither an offer to purchase nor
a solicitation of an offer to sell the Securities or any other
securities. Edison International has filed a tender offer statement
on Schedule TO, including the Offer to Purchase, Letter of
Transmittal, and related materials, with the Securities and
Exchange Commission. The Offers are made only pursuant to the Offer
to Purchase, Letter of Transmittal, and related materials filed as
a part of the Schedule TO. Holders of the Securities should read
carefully the Offer to Purchase, Letter of Transmittal, and related
materials because they contain important information, including the
various terms of, and conditions to, the Offers. Holders of the
Securities may obtain a free copy of the tender offer statement on
Schedule TO, the Offer to Purchase, Letter of Transmittal, and
other documents that Edison International has filed with the
Securities and Exchange Commission at the Securities and Exchange
Commission’s website at www.sec.gov or from Global Bondholder
Services Corporation.
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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version on businesswire.com: https://www.businesswire.com/news/home/20231011290737/en/
Investor Relations: Sam Ramraj, (626) 302-2540 Media Relations:
(626) 302-2255 News@sce.com
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