8-KShareholder MattersCorporate ChangesOther Events+1

EDISON INTERNATIONAL 8-K Report, Rights Modification (Mar 9, 2021)

Filed March 9, 2021For Securities:EIX

Summary

Edison International (EIX) filed a Form 8-K on March 9, 2021, to report the closing of a public offering of 1,250,000 shares of its 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A. This new series of preferred stock has a liquidation value of $1,000 per share. The filing details the terms associated with this preferred stock, including restrictions on the company's ability to pay dividends on or repurchase its common stock or junior stock if cumulative dividends on the Series A Preferred Stock are not declared and paid. The company also amended its articles of incorporation to create this Series A Preferred Stock by filing a Certificate of Determination with the Secretary of State of California on March 3, 2021. The offering was conducted under an underwriting agreement with several major financial institutions, and a legal opinion regarding the validity of the Series A Preferred Stock was filed. This action represents a significant capital raise and a modification to the company's capital structure with implications for common stockholders.

Key Highlights

  • 1Closed public offering of 1,250,000 shares of 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A.
  • 2Series A Preferred Stock has a liquidation value of $1,000 per share.
  • 3Company cannot declare/pay dividends on common stock or junior stock unless cumulative dividends on Series A Preferred Stock are paid.
  • 4Amended articles of incorporation to create Series A Preferred Stock via Certificate of Determination filed March 3, 2021.
  • 5Offering underwritten by a syndicate of prominent financial institutions.
  • 6Filed legal opinion on the validity of the Series A Preferred Stock.

Frequently Asked Questions

This 8-K filing reports the closing of Edison International's public offering of its Series A Preferred Stock, details the terms of this new stock, and confirms amendments to its articles of incorporation to authorize this stock.

The most significant implication for common shareholders is the restriction that Edison International cannot pay dividends on its common stock (or other junior stock) unless all cumulative dividends on the Series A Preferred Stock have been declared and paid. This prioritizes preferred dividend payments.

The Series A Preferred Stock has a fixed-rate reset dividend of 5.375% per annum. This means the initial dividend rate is fixed, but it can be reset at specified future dates.

The issuance of this preferred stock adds a new layer to Edison International's capital structure, ranking senior to common stock in terms of dividend payments and liquidation preference. It represents a significant capital infusion for the company.