8-KOther EventsExhibits & Filings

EDISON INTERNATIONAL 8-K Report, Corporate Update (May 16, 2019)

Filed May 16, 2019For Securities:EIX

Summary

Edison International (EIX) announced the establishment of an at-the-market (ATM) equity distribution program, allowing the company to sell up to $1.5 billion of its common stock over time. This program involves agreements with several major financial institutions, including J.P. Morgan, Barclays, Citigroup, and Wells Fargo, acting as sales agents and forward purchasers. This strategic move provides Edison International with flexibility to access capital markets as needed.

Key Highlights

  • 1Establishment of an At-the-Market (ATM) equity distribution program.
  • 2Potential to sell up to $1.5 billion of common stock.
  • 3Agreements with J.P. Morgan, Barclays, Citigroup, and Wells Fargo as sales agents and forward purchasers.
  • 4Program allows for direct sale of shares or through forward sale arrangements.
  • 5Shares offered under a prospectus supplement dated May 16, 2019, and an existing shelf registration statement.
  • 6Edison International retains the right to suspend or terminate the program at any time.
  • 7Settlement of forward sales can result in cash proceeds, but also potential cash or share obligations to the forward purchaser.

Frequently Asked Questions

The primary purpose of the ATM program is to provide Edison International with a flexible mechanism to raise capital by selling shares of its common stock opportunistically in the public market, up to a total of $1.5 billion.

Initially, Edison International does not receive proceeds from the sale of borrowed shares by forward sellers. Upon physical settlement of forward sales, the company expects to receive cash proceeds. However, depending on the settlement method (cash or net share), Edison International might not receive proceeds and could owe cash or shares.

No, Edison International has no obligation to sell any shares under the program. It can choose to sell shares at its discretion and has the right to suspend or terminate the program at any time.

The key financial institutions involved are J.P. Morgan Securities LLC, Barclays Capital Inc., Citigroup Global Markets Inc., and Wells Fargo Securities, LLC, acting as sales agents. JPMorgan Chase Bank, N.A., Barclays Bank PLC, Citibank, N.A., and Wells Fargo Bank, N.A. are involved as forward purchasers.