EX-99.(A)(1)(B) 3 d46055dex99a1b.htm EX-99.(A)(1)(B) EX-99.(a)(1)(b)

Exhibit (a)(1)(B)

EDISON INTERNATIONAL

LETTER OF TRANSMITTAL

WITH RESPECT TO THE OFFERS TO PURCHASE FOR CASH ANY AND ALL

5.00% FIXED-RATE RESET CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES B AND

5.375% FIXED-RATE RESET CUMULATIVE PERPETUAL PREFERRED STOCK,

SERIES A

PURSUANT TO THE OFFER TO PURCHASE, DATED NOVEMBER 20, 2025.

THE OFFERS (AS DEFINED BELOW) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M, NEW YORK CITY TIME, ON DECEMBER 19, 2025, UNLESS EDISON INTERNATIONAL EXTENDS OR EARLIER TERMINATES THE OFFERS (SUCH TIME AND DATE, AS THEY MAY BE EXTENDED WITH RESPECT TO THE OFFERS, THE “EXPIRATION DATE”).

The following table sets forth some of the terms of the Offers:

 

Series of Securities

   CUSIP/ISIN
No.
     Liquidation
Preference Per
Share
     Aggregate
Liquidation
Preference
Outstanding
    

Offer

Price

5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B

    
281020AT4 /
US281020AT41
 
 
   $ 1,000      $ 503,454,000      $995 per $1,000 liquidation preference

5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A

    
281020AS6 /
US281020AS67
 
 
   $ 1,000      $ 1,159,317,000      $1,000 per $1,000 liquidation preference

The Tender Agent for the Offers is:

Global Bondholder Services Corporation

By Facsimile:

(For Eligible Institutions only):

(212) 430-3775/3779

Confirmation:

(212) 430-3774

By Email

contact@gbsc-usa.com

By Mail, Overnight Courier or by Hand:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attn: Corporate Actions


DESCRIPTION OF SECURITIES TENDERED

Name(s) and Address(es) of Holder(s) or
Name(s) of DTC Participants and Each

Participant’s DTC Account Number in
which Securities are Held (Please fill in,
if blank)

  

Security Description

  

Number and Aggregate Liquidation
Preference of Securities Represented*

  

Number of Securities

Tendered

   Series B Preferred Stock      
   Series A Preferred Stock      

 

*

Unless otherwise indicated in the column labeled “Number of Securities Tendered,” and subject to the terms and conditions of the Offer to Purchase, a holder will be deemed to have tendered the entire number of Securities indicated in the column labeled “Number of Securities Represented.” See Instruction 4.

Delivery of this Letter of Transmittal to an address other than one of those set forth above will not constitute a proper delivery. You must deliver this Letter of Transmittal to the tender agent as set forth above (the “Tender Agent”). Deliveries to Edison International or Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC or Santander US Capital Markets LLC (the dealer managers for the Offers (the “Dealer Managers”)) or any other person or entity will not be forwarded to the Tender Agent and, therefore, will not constitute proper delivery to the Tender Agent. Delivery of this Letter of Transmittal and any other required documents to the book-entry transfer facility at The Depository Trust Company (“DTC”) will not constitute delivery to the Tender Agent.

You should use this Letter of Transmittal if you are causing the Securities to be delivered through DTC’s Deposit/Withdrawal at Custodian (DWAC). Only financial institutions that are participants in DTC’s book-entry system may make book-entry delivery of the Securities.

BEFORE COMPLETING THIS LETTER OF TRANSMITTAL, YOU SHOULD READ THIS LETTER OF TRANSMITTAL AND THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

All of the Securities are held in book-entry form through the facilities of DTC. You should use this Letter of Transmittal only if you are delivering Securities through a book-entry transfer into the Tender Agent’s account at DTC in accordance with Section 3 of the Offer to Purchase.

Delivery of the Letter of Transmittal and any other required documents to DTC does not constitute delivery to the Tender Agent.

 

Check here if you are a financial institution that is a participating institution in the book-entry transfer facility’s system and you are delivering the tendered Securities by book-entry transfer to an account maintained by the Tender Agent at the book-entry transfer facility, and complete the following:

Names(s) of Tendering Institution: 

Account Number:  

Transaction Code Number: 

NOTE: SIGNATURES MUST BE PROVIDED BELOW.


PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.

Ladies and Gentlemen:

The undersigned hereby tenders to Edison International, a California corporation, the above described issued and outstanding (i) 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B of Edison International (“Series B Preferred Stock”) and/or (ii) 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A of Edison International (“Series A Preferred Stock and, together with the Series B Preferred Stock, the “Securities”), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated November 20, 2025 (as it may be amended or supplemented from time to time, the “Offer to Purchase”) (defined terms used and not defined herein are defined as set forth in the Offer to Purchase), and in this Letter of Transmittal (which together, as they may be amended or supplemented from time to time, constitute the “Offers”), receipt of which is hereby acknowledged. The consideration for the Securities tendered and accepted for purchase will equal $995 per $1,000 liquidation preference of Series B Preferred Stock pursuant to the Series B Offer (the “Series B Offer Price”) and $1,000 per $1,000 liquidation preference 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, in each case, Accrued Dividends.

Subject to and effective upon acceptance for payment of, and payment for, Securities tendered with this Letter of Transmittal in accordance with the terms of the Offers, the undersigned hereby (1) sells, assigns and transfers to or upon the order of Edison International all right, title and interest in and to all of the Securities tendered hereby which are so accepted and paid for; (2) orders the registration of Securities tendered by book-entry transfer that are purchased under the Offers to or upon the order of Edison International; and (3) appoints the Tender Agent as attorney-in-fact of the undersigned with respect to such Securities, with the full knowledge that the Tender Agent also acts as the agent of Edison International, with full power of substitution (such power of attorney being an irrevocable power coupled with an interest), to perform the following functions:

(a) transfer ownership of such Securities on the account books maintained by DTC, together with all accompanying evidences of transfer and authenticity, to or upon the order of Edison International; and

(b) receive all benefits and otherwise exercise all rights of beneficial ownership of such Securities, subject to the next paragraph, all in accordance with the terms of the Offers.

The undersigned understands that Edison International, upon the terms and subject to the conditions of the Offers, will pay the applicable Offer Price for Securities properly tendered into, and not properly withdrawn from, the Offers subject to the conditions of the Offers in the Offer to Purchase.

The undersigned hereby covenants, represents and warrants to Edison International that:

(a) the undersigned has full power and authority to tender, sell, assign and transfer the Securities tendered hereby;

(b) when and to the extent Edison International accepts the Securities for purchase, Edison International will acquire good and unencumbered title to them, free and clear of all liens, restrictions, claims, charges and encumbrances, and the Securities will not be subject to any adverse claims or rights;

(c) the undersigned will, upon request, execute and deliver any additional documents deemed by the Tender Agent or Edison International to be necessary or desirable to complete the sale, assignment and transfer of the Securities tendered hereby and accepted for purchase; and

(d) the undersigned has read and agrees to all of the terms of the Offers.


The undersigned understands that tendering of Securities under either of the procedures described in Section 3 of the Offer to Purchase and in the instructions to this Letter of Transmittal will constitute an agreement between the undersigned and Edison International upon the terms and subject to the conditions of the Offers.

The undersigned recognizes that, under certain circumstances set forth in the Offer to Purchase, Edison International may terminate or amend the Offers; or may postpone the acceptance for payment of, or the payment for, Securities tendered.

The undersigned understands that the names and addresses of the registered holders of Securities or DTC participants should be printed above, exactly as they appear on a security position listing as the owner of the Securities. The DTC participant’s account number, the number of Securities held in such account and the number of Securities to be tendered shall be set forth in the appropriate boxes above.

Unless otherwise indicated under “Special Payment and Delivery Instructions,” please transfer by credit to the account at the DTC designated above an amount equal to the aggregate Offer Price for any Securities purchased (less the amount of any federal income or backup withholding tax required to be withheld) or return any Securities not tendered or not purchased.

The undersigned recognizes that Edison International has no obligation, under the “Special Payment and Delivery Instructions,” to order the registration or transfer of Securities tendered by book-entry transfer.

All authority conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligations or duties of the undersigned under this Letter of Transmittal shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. Except as stated in the Offer to Purchase, including Section 4, this tender is irrevocable.


SECURITYHOLDER(S) — SIGN HERE (See Instructions 1 and 5) (See IRS Form W-9 or IRS Form W-8BEN, IRS Form W-8BEN-E or other IRS Form W-8, as applicable)

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Securities. If the Securities are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal. If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Edison International of his or her authority to so act. See Instruction 5.

 

 

Signature(s) of Securityholder(s)

Dated: ______________, 2025
Name(s):  

 

  Please Print

 

Capacity (full title):  

 

 

Address:  

 

 

Address Line 2:  

 

Address Line 3:  

 

  Please Include Zip/Postal Code

 

(Country Code/Area Code) Telephone Number:  

 

 

Taxpayer Identification or Social Security No. (if applicable):  

 

GUARANTEE OF SIGNATURE(S)

(If Required, See Instructions 1 and 5)

 

Authorized Signature:  

 

 

Name(s):  

 

Please Print

 

Name of Firm:  

 

 

Address:  

 

 

Address Line 2:  

 

Address Line 3:  

 

  Please Include Zip/Postal Code

 

(Country Code/Area Code) Telephone Number:  

 

Dated: ______________, 2025


SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS

(See Instructions 2, 5, 7 and 8)

To be completed ONLY if a check for the Offer Price for any Securities is to be issued to the order of someone other than the person
or persons whose signature(s) appears within this Letter of Transmittal, or issued to an address different from that shown in the box
titled “Description of Securities Tendered” within this Letter of Transmittal, or if Securities tendered by book-entry transfer that are
not accepted for purchase are to be credited to an account maintained at the book-entry transfer facility other than the one designated
above.

 

☐ Payment Check(s)

Name(s):  

 

  (Please Print)
Address:  

 

  (Include Zip Code)

Taxpayer Identification Number, Social Security Number

or Employer Identification Number

(See IRS Form W-9, or other applicable IRS Form)

 

 

 

 

☐  Credit unpurchased Securities by book-entry to the book-entry transfer facility account set forth below:

 

DTC Account Number:  

 

Number of Account Party:  

 


INSTRUCTIONS TO LETTER OF TRANSMITTAL

Forming Part of the Terms of the Offers

 

  1.

Signature Guarantees.

Except as otherwise provided in this Instruction 1, all signatures on this Letter of Transmittal must be guaranteed by a financial institution that is a participant in the Securities Transfer Agents Medallion Program or a bank, broker, dealer, credit union, savings association or other entity which is an “eligible guarantor institution” (an “Eligible Institution”) as such term is defined in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended. Signatures on this Letter of Transmittal need not be guaranteed if either (a) this Letter of Transmittal is signed by any DTC participant whose name appears on a security position listing as the owner of Securities tendered herewith and such participant(s) have not completed either of the boxes within “Special Payment and Delivery Instructions” in this Letter of Transmittal; or (b) such Securities are tendered for the account of an Eligible Institution.

 

  2.

Delivery of Letter of Transmittal; No Guaranteed Delivery Procedures.

To tender the Securities, a properly completed and duly executed copy or facsimile of this Letter of Transmittal or an agent’s message and a confirmation of a book-entry transfer into the Tender Agent’s account with the DTC tendered electronically and any other documents required by this Letter of Transmittal, must be received by the Tender Agent on or prior to the Expiration Date. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL AND ALL OTHER REQUIRED DOCUMENTS TO THE TENDER AGENT, INCLUDING DELIVERY THROUGH DTC, AND ANY ACCEPTANCE OF AN AGENT’S MESSAGE TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING SECURITIES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT SUFFICIENT TIME BE ALLOWED TO ASSURE TIMELY DELIVERY. Except as otherwise provided below, the delivery will be made when actually received by the Tender Agent. This Letter of Transmittal and any other required documents should be sent only to the Tender Agent, not to Edison International, the Dealer Managers or DTC.

Pursuant to authority granted by DTC, any DTC participant that has Securities credited to its DTC account at any time (and thereby held of record by DTC’s nominee) may directly tender such Securities as though it were the registered holder by so completing, executing and delivering this Letter of Transmittal or delivering an agent’s message. Tenders of Securities will be accepted in accordance with the procedures described in the preceding sentence and otherwise in compliance with this Letter of Transmittal.

The method of delivery of this Letter of Transmittal, Securities and all other required documents to the Tender Agent is at the election and risk of the holders.

No alternative, conditional or contingent tenders of Securities will be accepted. Except as otherwise provided below, the delivery will be deemed made when the delivery is actually received or confirmed by the Tender Agent. This Letter of Transmittal should be sent only to the Tender Agent. The Tender Agent will not accept any tender materials other than Letters of Transmittal and the DTC participants’ agent’s messages.

Edison International is not providing for tenders of Securities by guaranteed delivery procedures.

All tendering holders of Securities, by execution of this Letter of Transmittal or a manually signed facsimile of this Letter of Transmittal, or delivery of an agent’s message, waive any right to receive any notice of the acceptance of their tender.

The method of delivery of all documents is at the option and risk of the tendering holders of Securities. If you choose to deliver the documents by mail, we recommend that you use registered mail with return receipt requested, properly insured. In all cases, please allow sufficient time to assure timely delivery.


Edison International will not accept any alternative, conditional or contingent tenders, nor will it purchase any fractional Securities. By executing this Letter of Transmittal, you waive any right to receive any notice of the acceptance for payment of your tendered Securities.

 

  3.

Inadequate Space.

If the space provided in the box captioned “Description of Securities Tendered” is inadequate, then you should list relevant information on a separate signed schedule attached to this Letter of Transmittal.

 

  4.

Partial Tenders and Unpurchased Securities.

The Securities may be tendered and accepted only in amounts equal to $1,000 liquidation preference per share and integral multiples of $1,000 in excess thereof. If fewer than all of the Securities of any series owned by a holder are tendered, the holder must fill in the number of Securities of such series tendered in the fourth column of the box titled “Description of Securities Tendered” herein. The entire number of Securities of each series delivered to the Tender Agent will be deemed to have been tendered, unless otherwise indicated.

 

  5.

Signatures on Letter of Transmittal; Stock Powers and Endorsements.

 

  a.

Exact Signatures.

If this Letter of Transmittal is signed by a DTC participant whose name is shown as the owner of the Securities tendered hereby, the signature must correspond with the name shown on the security position listing as the owner of such Securities.

 

  b.

Joint Holders.

If Securities of any series are registered in the names of two or more joint holders, each holder must sign this Letter of Transmittal.

 

  c.

Signatures of Fiduciaries.

If this Letter of Transmittal is signed by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or any other person acting in a fiduciary or representative capacity, that person should so indicate when signing and must submit proper evidence satisfactory to Edison International of his or her authority to so act.

 

  6.

Stock Transfer Taxes.

Except as provided in this Instruction 6, no stock transfer tax stamps or funds to cover such stamps need to accompany this Letter of Transmittal. Edison International will pay all stock transfer taxes, if any, payable on the transfer to it of Securities purchased under the Offers. If, however, payment of the purchase price is to be made to any person other than the registered holder, or tendered Securities are registered in the name of any person other than the person signing the Letter of Transmittal, then the amount of all stock transfer taxes, if any (whether imposed on the registered holder or the other person), payable on account of the transfer to the person will be deducted from the purchase price unless satisfactory evidence of the payment of the stock transfer taxes, or exemption therefrom, is submitted.

 

  7.

Special Payment and Delivery Instructions.

If any of the following conditions holds:

a. check(s) for the Offer Price of any Securities purchased pursuant to the Offers are to be issued to a person other than the person(s) signing this Letter of Transmittal;

b. check(s) for the Offer Price are to be sent to any person other than the person signing this Letter of Transmittal, or to the person signing this Letter of Transmittal, but at a different address; or

c. Securities tendered by book-entry transfer that are not accepted for purchase are to be credited to an account maintained at the book-entry transfer facility other than the one designated above,


then, in any such case, you must complete the appropriate box within “Special Payment and Delivery Instructions” as applicable in this Letter of Transmittal and make sure that the signatures herein are guaranteed as described in Instructions 1 and 5.

 

  8.

Tax Identification Number and Backup Withholding.

Under U.S. federal income tax laws, the Tender Agent may be required to withhold (as backup withholding) a portion of the amount of any payments made to certain stockholders or other payees pursuant to the Offers. In order to avoid such backup withholding (currently at a rate of 24%), each tendering stockholder or payee that is a United States person (for U.S. federal income tax purposes), must provide the Tender Agent with such stockholder’s or payee’s correct taxpayer identification number and certify that such stockholder or payee is not subject to such backup withholding by completing the attached IRS Form W-9. Certain stockholders or payees (including, among others, corporations and certain foreign persons) are not subject to these backup withholding requirements. Exempt stockholders or other payees that are United States persons (for U.S. federal income tax purposes) should indicate their exempt status on the attached IRS Form W-9.

A tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) should complete, sign, and submit to the Tender Agent the appropriate IRS Form W-8 in order to establish an exemption from backup withholding. An IRS Form W-8 may be obtained from the Tender Agent or downloaded from the Internal Revenue Service’s website at http://www.irs.gov. Failure to complete the IRS Form W-9 or the appropriate IRS Form W-8 will not, by itself, cause shares to be deemed invalidly tendered, but may require the Tender Agent to withhold a portion of the amount otherwise payable pursuant to the Offers.

As described in the Offer to Purchase, a tendering stockholder or other payee that is a foreign person (for U.S. federal income tax purposes) must provide to the Tender Agent a properly completed and executed appropriate IRS Form W-8 and any other required documentation in order to establish that it is exempt from, or entitled to a reduced rate of, U.S. federal withholding tax with respect to payments of gross proceeds pursuant to the Offers. Stockholders or other payees that are foreign persons (for U.S. federal income tax purposes) should consult their own tax advisors regarding the particular tax consequences to them of selling shares pursuant to the Offers.

 

  9.

Irregularities.

Edison International will determine, in its sole discretion, all questions as to the validity, form, eligibility (including time of receipt) and acceptance for purchase of any tender of Securities, and its determination will be final and binding on all parties, subject to a shareholder’s right to challenge its determination in a court of competent jurisdiction. Edison International reserves the absolute right to reject any or all tenders of any Securities that it determines are not in proper form or the acceptance for purchase of or payment for which Edison International determines may be unlawful. Edison International also reserves the absolute right to waive any defect or irregularity in any tender with respect to any particular Security or any particular holder of Securities, and Edison International’s interpretation of the terms of the Offers will be final and binding on all parties, subject to a shareholder’s right to challenge its determination in a court of competent jurisdiction. No tender of Securities will be deemed to have been properly made until the holder of the Securities cures, or the Edison International waives, all defects or irregularities. None of Edison International, the Tender Agent, the Information Agent, the Dealer Managers or any other person will be under any duty to give notification of any defects or irregularities in any tender or incur any liability for failure to give this notification.

 

  10.

Questions; Requests for Assistance and Additional Copies.

Please direct any questions or requests for assistance or for additional copies of the Offer to Purchase or this Letter of Transmittal to the Information Agent at the telephone number and address set forth below. You may also contact your broker, dealer, commercial bank or trust company for assistance concerning the Offers.

Important: The Tender Agent must receive this Letter of Transmittal or verification of acceptance of the Offers from DTC through an agent’s message (together with book-entry transfer and all other required documents) before the Expiration Date.


YOU MUST COMPLETE AND SIGN EITHER THE IRS FORM W-9 BELOW OR THE APPLICABLE IRS FORM W-8. IRS FORMS W-9, W-8BEN AND W-8BEN-E ARE ATTACHED BELOW — OTHER IRS FORMS W-8 CAN BE OBTAINED FROM THE TENDER AGENT OR FROM WWW.IRS.GOV.

This Letter of Transmittal and any other required documents should be sent or delivered by each tendering holder of Securities or its broker, dealer, commercial bank, trust company or other nominee to the Tender Agent at one of its addresses set forth on the front cover of this Letter of Transmittal.

Please contact the Dealer Managers with questions regarding the terms of the Offers or the Information Agent with questions regarding how to tender or request additional copies of the Offer to Purchase, this Letter of Transmittal or other documents related to the Offers at the contact information set forth below. Holders of Securities also may contact their broker, dealer, commercial bank, trust company or nominee for assistance concerning the Offers. Please contact the Tender Agent to confirm delivery of Securities.

The Dealer Managers for the Offers are:

 

Barclays Capital Inc.

745 Seventh Avenue

New York, New York 10019

Attention: Liability

Management Group

(800) 438-3242 (toll-free)

(212) 528-7581 (collect)

Email: us.lm@barclays.com

  

J.P. Morgan Securities LLC

270 Park Avenue

New York, New York 10017

Attention: Liability

Management Group

(866) 834-4666 (toll-free)

(212) 834-4818 (collect)

  

Mizuho Securities USA LLC

1271 Avenue of the Americas

New York, New York 10020

Attention: Liability

Management Group

(866) 271-7403 (toll-free)

(212) 205-7741 (collect)

  

Santander US Capital Markets LLC

437 Madison Avenue

New York, New York 10022

Attention: Liability Management

(855) 404-3636 (toll-free)

(212) 350-0660 (collect)

Email: AmericasLM@santander.us

The Information Agent for the Offers is:

Global Bondholder Services Corporation

65 Broadway — Suite 404

New York, New York 10006

Attn: Corporate Actions

Banks and Brokers call: (212) 430-3774

Toll-Free (855) 654-2015

Email: contact@gbsc-usa.com