Edison International Extends Limited Preferred Stock Tender Offers

Source: www.gulfoilandgas.com 11/8/2023, Location: North America

Edison International 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means the Company’s obligation to accept for purchase, and to pay for, any Securities validly tendered (and not validly withdrawn) being conditioned upon the valid tendering of securities that would result in an aggregate purchase price for the Securities validly tendered, not withdrawn and accepted for purchase of at least $300 million.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and $85,399,000 aggregate liquidation preference of Series A Preferred Stock had been validly tendered and not validly withdrawn. Holders who have validly tendered and not validly withdrawn their shares do not need to re-tender their shares or take any other action in connection with the extension of the Offers.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).


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