SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 3)
EDISON INTERNATIONAL
(Name of Subject Company (Issuer))
EDISON INTERNATIONAL, AS ISSUER
(Name of Filing Persons (Identifying status as offeror, issuer, or other person))
5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B
5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A
(Title of Class of Securities)
281020AT4
281020AS6
(CUSIP Number of Class of Securities)
Kathleen Brennan de Jesus
Senior Attorney
2244 Walnut Grove Avenue (P.O. Box 800)
Rosemead, California 91770
626-302-3476
(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)
Copies to:
David Lopez
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza,
New York, NY 10006
212-225-2632
☐ | Check the box if filing relates solely to preliminary communications made before the commencement of a tender offer. |
Check the appropriate boxes below to designate any transactions to which the statement relates:
☐ | third-party tender offer subject to Rule 14d-1. |
☒ | issuer tender offer subject to Rule 13e-4. |
☐ | going-private transaction subject to Rule 13e-3. |
☐ | amendment to Schedule 13D under Rule 13d-2. |
Check the following box if the filing is a final amendment reporting the results of the tender offer: ☐
If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:
☐ | Rule 13e-4(i) (Cross-Border Issuer Tender Offer) |
☐ | Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) |
This Amendment No. 3 (Amendment No. 3) amends and supplements the Tender Offer Statement on Schedule TO originally filed by Edison International, a California corporation (the Company) with the Securities and Exchange Commission (SEC) on October 11, 2023, as amended by Amendment No. 1 (the Amendment No. 1), filed with the SEC on October 25, 2023, and by Amendment No. 2 (the Amendment No. 2), filed with the SEC on November 1, 2023 (as amended, the Schedule TO). The Schedule TO relates to the offers by the Company 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 its 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 in the Offer to Purchase), upon the terms and subject to the conditions set forth in the Offer to Purchase, dated October 11, 2023 (as amended by Amendment No. 1 and Amendment No. 2, and as it may be amended or supplemented from time to time, the Offer to Purchase) and in the accompanying Letter of Transmittal (as it may be amended or supplemented from time to time, the Letter of Transmittal, and which together with the Offer to Purchase, constitutes the Offers), copies of which were filed as Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO.
Only those items amended are reported in this Amendment No. 3. Except as specifically provided herein, the information contained in the Offer to Purchase and the Letter of Transmittal remains unchanged and this Amendment No. 3 does not modify any of the information previously reported on the Schedule TO and in the Offer to Purchase or the Letter of Transmittal. You should read Amendment No. 3 together with the Schedule TO, the Offer to Purchase and the Letter of Transmittal.
ITEMS 1 through 9 and ITEM 11.
The Company has extended the Expiration Date of the Offers 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, unless the Company extends or earlier terminates either of the Offers. Accordingly, references to November 8, 2023 at 8:00 a.m., New York City time, in the Offer to Purchase, the Letter of Transmittal and the other exhibits to the Schedule TO are hereby amended and replaced with November 16, 2023 at 8:00 a.m., New York City time.
The Company has waived the Minimum Tender Condition (as defined in the Offer to Purchase). Accordingly, references to the Minimum Tender Condition in the Offer to Purchase, the Letter of Transmittal and the other exhibits to the Schedule TO are hereby removed.
On November 8, 2023, the Company issued a press release announcing the amendment and extension of the Offers. Such press release is included as Exhibit (a)(5)(B) below.
ITEM 12. Exhibits.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the following Exhibit:
(a)(5)(B) |
Press Release, dated November 8, 2023. |
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
EDISON INTERNATIONAL | ||
By: | /s/ Maria Rigatti | |
Name: Maria Rigatti | ||
Title: Executive Vice President and Chief Financial Officer | ||
Date: November 8, 2023 |
EXHIBIT INDEX
* | Filed herewith |
** | Filed previously |
Exhibit (a)(5)(B)
Investor Relations: Sam Ramraj, (626) 302-2540
Media Relations: (626) 302-2255
News@sce.com
Edison International Announces Waiver of Minimum Tender Condition and
Extension of Tender Offers for Its 5.00% Fixed-Rate Reset Cumulative Perpetual
Preferred Stock, Series B and
5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A
ROSEMEAD, Calif., Nov. 8, 2023 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 Companys 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 Companys stockholder list or, if applicable, who are listed as participants in a clearing agencys 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 Commissions 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 COMPANYS 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 nations 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 Internationals 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.
###
Exhibit 107
Calculation of Filing Fee Tables
Schedule TO
(Form Type)
Edison International
(Exact Name of Registrant as Specified in its Charter)
Table 1 Transaction Value
Transaction Valuation |
Fee rate |
Amount of Filing Fee | ||||
Fees to Be Paid |
$750,000,000(1) | 0.0001476 | $110,700(2) | |||
Fees Previously Paid |
| $110,700 | ||||
Total Transaction Valuation |
$750,000,000 | |||||
Total Fees Due for Filing |
$110,700 | |||||
Total Fees Previously Paid |
$110,700 | |||||
Total Fee Offsets |
| |||||
Net Fee Due |
$0.00 |
(1) | Calculated solely for purposes of determining the amount of the filing fee. This amount is based on the offers to purchase Edison Internationals 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. |
(2) | The filing fee of $110,700 was previously paid in connection with the filing of the Tender Offer Statement on Schedule TO (File No. 005-41447) on October 11, 2023 by Edison International. The amount of the filing fee was calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, by multiplying $750,000,000 by 0.0001476. |