Edison International (NYSE: EIX) today announced the waiver of
the Minimum Tender Condition (as defined below) and the extension
of the expiration date from November 8, 2023 at 8:00 a.m., New York
City time, to November 16, 2023 at 8:00 a.m., New York City time,
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).
“Minimum Tender Condition” means the Company’s obligation to
accept for purchase, and to pay for, any Securities validly
tendered (and not validly withdrawn) being conditioned upon the
valid tendering of Securities that would result in an aggregate
purchase price for the Securities validly tendered, not withdrawn
and accepted for purchase of at least $300 million.
The Company has waived the Minimum Tender Condition such that
the Offers are no longer conditioned upon the Minimum Tender
Condition. The Offers remain conditioned upon all other
conditions.
Based on information provided by the depositary, as of November
8, 2023 at 8:00 a.m., New York City time, which was the previous
expiration date of the Offers, $182,423,000 aggregate liquidation
preference of Series B Preferred Stock and $85,399,000 aggregate
liquidation preference of Series A Preferred Stock had been validly
tendered and not validly withdrawn. Holders who have validly
tendered and not validly withdrawn their shares do not need to
re-tender their shares or take any other action in connection with
the extension of the Offers. The Offers will expire on November 16,
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
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.
The Company expects that the settlement date for the Offers will
be November 21, 2023.
Upon request, 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”) 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. Withdrawal rights as described in the Offer Materials
remain in effect until the Expiration Date.
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 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 Offers, 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.
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20231107213175/en/
Investor Relations: Sam Ramraj, (626) 302-2540 Media Relations:
(626) 302-2255 News@sce.com
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