Edison International (EIX) 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.
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and $61,497,000 aggregate liquidation preference of Series A Preferred Stock have been validly tendered and not validly withdrawn. Because the consideration for the Securities validly tendered and not validly withdrawn will be less than the Maximum Aggregate Purchase Price, the Company has accepted for purchase all such Securities validly tendered and not withdrawn as of the Expiration Date.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.
