8-KShareholder MattersCorporate ChangesOther Events+1

EDISON INTERNATIONAL 8-K Report, Rights Modification (Nov 12, 2021)

Filed November 12, 2021For Securities:EIX

Summary

Edison International (EIX) filed an 8-K on November 12, 2021, reporting the closure of its public offering for 750,000 shares of its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B. This offering, valued at $1,000 per share, was made under an underwriting agreement with several representatives including Citigroup Global Markets Inc. and Barclays Capital Inc. The filing details the terms of this new preferred stock, emphasizing a dividend restriction that prevents the company and its subsidiaries from declaring dividends on or acquiring common stock or junior-ranking capital stock if cumulative dividends on the Series B Preferred Stock are not met. The company amended its articles of incorporation by filing a Certificate of Determination with the Secretary of State of California on November 5, 2021, to officially create and outline the terms of the Series B Preferred Stock. This filing also includes the legal opinion regarding the validity of the Series B Preferred Stock, which is incorporated into the company's Registration Statement on Form S-3. Investors should note the creation of this new class of preferred stock and its associated dividend priority and restrictions, which could impact the company's flexibility in returning capital to common stockholders.

Key Highlights

  • 1Edison International closed a public offering of 750,000 shares of its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B.
  • 2The Series B Preferred Stock has a liquidation value of $1,000 per share.
  • 3A key term of the Series B Preferred Stock is a dividend restriction: EIX cannot pay dividends on or acquire common stock or junior-ranking stock unless all preceding cumulative dividends on the Series B Preferred Stock have been declared and paid.
  • 4The company amended its articles of incorporation by filing a Certificate of Determination to create the Series B Preferred Stock.
  • 5The offering was conducted under an underwriting agreement dated November 4, 2021, with Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Mizuho Securities USA, LLC acting as representatives.
  • 6A legal opinion regarding the validity of the Series B Preferred Stock is filed as an exhibit and incorporated into EIX's Form S-3 registration statement.
  • 7The offering details are further described in a prospectus dated November 4, 2021.

Frequently Asked Questions

This 8-K filing primarily reports on the closure of Edison International's public offering of its new 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B. It also details the amendment of the company's articles of incorporation to create this new class of stock and outlines key terms and restrictions associated with it.

The Series B Preferred Stock has a dividend priority. Edison International and its subsidiaries are restricted from declaring or paying dividends on, or repurchasing, common stock or any other junior-ranking capital stock unless all cumulative dividends on the Series B Preferred Stock for all preceding dividend periods have been declared and paid or set aside for payment. This means common stockholders may not receive dividends if the company is not current on its obligations to Series B Preferred stockholders.

The filing states that 750,000 shares of Series B Preferred Stock were offered at a liquidation value of $1,000 per share. The total gross proceeds from the offering would be approximately $750 million (750,000 shares * $1,000/share), before deducting any underwriting discounts or commissions.

The Series B Preferred Stock is described as '5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock.' This indicates it pays a fixed dividend rate of 5.00% (which may reset periodically based on its terms), accumulates dividends if not paid, and is perpetual, meaning it does not have a maturity date.