Obligation Edison International 5.75% ( US281020AN70 ) en USD

Edison International

99.991 % ▼

Etas-Unis

US281020AN70 ( en USD )

5.75% par an ( paiement semestriel )

14/06/2027

Prospectus brochure de l'obligation Edison International US281020AN70 en USD 5.75%, échéance 14/06/2027

2 000 USD

600 000 000 USD

281020AN7

BBB- ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

15/06/2024 ( Dans 25 jours )

L'Obligation émise par Edison International ( Etas-Unis ) , en USD, avec le code ISIN US281020AN70, paye un coupon de 5.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/06/2027

L'Obligation émise par Edison International ( Etas-Unis ) , en USD, avec le code ISIN US281020AN70, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Edison International ( Etas-Unis ) , en USD, avec le code ISIN US281020AN70, a été notée BBB- ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-226381
CALCULATION OF REGISTRATION FEE
Maximum
Title of Each Class of
Aggregate
Amount of
Securities Offered
Offering Price
Registration Fee(1)
5.75% Senior Notes Due 2027
$600,000,000.
$72,720.
(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
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PROSPECTUS SUPPLEMENT
(To Prospectus dated July 27, 2018)
$600,000,000
Edison International
5.75% Senior Notes Due 2027
The notes will bear interest at the rate of 5.75% per year. Interest on the notes is payable semi-annually on June 15 and December 15 of each year,
beginning on December 15, 2019 (short first interest period). The notes will mature on June 15, 2027. We may at our option redeem some or all of the
notes at any time at the redemption price discussed under the caption "Certain Terms of the Notes--Optional Redemption."
The notes will be unsecured obligations and will rank equally with all of our other unsecured and unsubordinated indebtedness from time to time
outstanding.
Investing in the notes involves risks. See "Risk Factors" on page S-4.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus supplement or the related prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
Per Note
Total
Public offering price
100.000%
$600,000,000
Underwriting discount
0.635%
$ 3,810,000
Proceeds to us before expenses
99.365%
$596,190,000
Interest on the notes will accrue from June 21, 2019.
The notes are expected to be delivered in global form through the book-entry delivery system of The Depository Trust Company for the accounts
of its participants, including Clearstream Banking, société anonyme, and Euroclear Bank S.A./N.V., on or about June 21, 2019.
Joint Book-Running Managers
Citigroup
Mizuho Securities
Morgan Stanley
RBC Capital Markets
Co-Managers
SMBC Nikko
Academy Securities
Loop Capital Markets
June 18, 2019
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We are responsible for the information contained and incorporated by reference in this prospectus supplement and the accompanying
base prospectus and in any related free writing prospectus that we prepare or authorize. We have not, and the underwriters have not,
authorized anyone to provide you with any other information, and we and the underwriters take no responsibility for any other information
that others may provide you. Neither we nor the underwriters are making an offer to sell the notes in any jurisdiction where the offer or sale is
not permitted. You should assume that the information appearing in this prospectus supplement, the accompanying base prospectus, any such
free writing prospectus and the documents incorporated by reference herein and therein is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS
Prospectus Supplement
Page
About This Prospectus Supplement
S-1
Forward-Looking Statements
S-1
Edison International
S-3
Risk Factors
S-4
Use of Proceeds
S-5
Certain Terms of the Notes
S-6
Underwriting
S-11
Legal Matters
S-17
Prospectus
About This Prospectus
1
Forward-Looking Statements
1
Edison International
2
Use of Proceeds
3
Ratio of Earnings to Fixed Charges
3
Description of the Debt Securities
4
Experts
14
Validity of the Securities
14
Where You Can Find More Information
14
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the notes we are offering and
certain other matters about us and our financial condition. The second part, the accompanying base prospectus, provides general information about the
debt securities that we may offer from time to time, some of which may not apply to the notes we are offering hereby. Generally, when we refer to the
prospectus, we are referring to both this prospectus supplement and the accompanying base prospectus. If the description of the notes varies between
this prospectus supplement and the accompanying base prospectus, you should rely on the information in this prospectus supplement. References in this
prospectus to "Edison International," "we," "us," and "our" mean Edison International on a stand-alone basis, not consolidated with its subsidiaries.
PRIIPs Regulation/Prohibition of Sales to EEA Retail Investors
The notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any
retail investor in the European Economic Area ("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client
as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive 2002/92/EC
(as amended or superseded, the "Insurance Mediation Directive"), where that customer would not qualify as a professional client as defined in point (10)
of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Directive 2003/71/EC (as amended or superseded, the "Prospectus Directive").
Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling
the notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the notes or otherwise
making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.
FORWARD-LOOKING STATEMENTS
This prospectus and the documents they incorporate by reference contain "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward-looking statements reflect our current expectations and projections about future events based on our
knowledge of present facts and circumstances and assumptions about future events and include any statement that does not directly relate to a historical
or current fact. In this prospectus and elsewhere, the words "expects," "believes," "anticipates," "estimates," "projects," "intends," "plans," "probable,"
"may," "will," "could," "would," "should," and variations of such words and similar expressions, or discussions of strategy or of plans, are intended to
identify forward-looking statements. Such statements necessarily involve risks and uncertainties that could cause actual results to differ materially from
those anticipated. Some of the risks, uncertainties and other important factors that could cause results to differ from those currently expected, or that
otherwise could impact us and our subsidiaries, include, but are not limited to:
· the ability of Southern California Edison Company ("SCE") to recover its costs through regulated rates, including costs related to uninsured
wildfire-related and mudslide-related liabilities and capital spending incurred prior to formal regulatory approval;
· our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to SCE's nuclear facilities and wildfire-related
claims, and to recover the costs of such insurance or, in the event liabilities exceed insured amounts, the ability to recover uninsured losses
from customers or other parties;
· actions, or inaction, of the state of California with respect to achieving a timely and comprehensive solution mitigating the significant risk
faced by California investor-owned utilities related to liability for damages arising from catastrophic wildfires where utility facilities are a
substantial cause;
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· decisions and other actions by the California Public Utilities Commission ("CPUC"), the Federal Energy Regulatory Commission, the Nuclear
Regulatory Commission and other regulatory authorities, including determinations of authorized rates of return or return on equity, the SCE
2018 General Rate Case, SCE's Grid Safety and Resiliency Program application, SCE's 2019 Wildfire Mitigation Plan, the recoverability of
wildfire-related and mudslide-related costs, and delays in regulatory actions;
· our ability to borrow funds and access the bank and capital markets on reasonable terms;
· actions by credit rating agencies to downgrade our or SCE's credit ratings or to place those ratings on negative watch or outlook;
· risks associated with the decommissioning of the San Onofre Nuclear Generating Station, including those related to public opposition,
permitting, governmental approvals, on-site storage of spent nuclear fuel, contractual disputes, and cost overruns;
· extreme weather-related incidents and other natural disasters (including earthquakes and events caused, or exacerbated, by climate change,
such as wildfires) which could cause, among other things, public safety issues, property damage and operational issues;
· risks associated with cost allocation, resulting in higher rates for utility bundled service customers because of possible customer bypass or
departure due to Community Choice Aggregators, which are cities, counties, and certain other public agencies with the authority to generate
and/or purchase electricity for their local residents and businesses;
· risks inherent in SCE's transmission and distribution infrastructure investment program, including those related to project site identification,
public opposition, environmental mitigation, construction, permitting, power curtailment costs (payments due under power contracts in the
event there is insufficient transmission to enable acceptance of power delivery), changes in the California Independent Systems Operator's
transmission plans, and governmental approvals;
· risks associated with the operation of transmission and distribution assets and power generating facilities including: public and employee safety
issues, the risk of utility assets causing or contributing to wildfires, failure, availability, efficiency and output of equipment and facilities, and
availability and cost of spare parts;
· physical security of our critical assets and personnel and the cybersecurity of our critical information technology systems for grid control, and
business, employee and customer data;
· our ability to develop competitive businesses, manage new business risks, and recover and earn a return on our investment in newly developed
or acquired businesses;
· changes in tax laws and regulations, at both the state and federal levels, or changes in the application of those laws, that could affect recorded
deferred tax assets and liabilities and effective tax rates;
· changes in the fair value of investments and other assets;
· changes in interest rates and rates of inflation, including escalation rates (which may be adjusted by public utility regulators);
· governmental, statutory, regulatory or administrative changes or initiatives affecting the electricity industry, including the market structure rules
applicable to each market adopted by the North American Electric Reliability Corporation, Regional Transmission Organizations, and similar
regulatory bodies in adjoining regions, and changes in California's environmental priorities that lessen the importance the state places on
greenhouse gas reduction;
· availability and creditworthiness of counterparties and the resulting effects on liquidity in the power and fuel markets and/or the ability of
counterparties to pay amounts owed in excess of collateral provided in support of their obligations;
· cost and availability of labor, equipment and materials;
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· potential for penalties or disallowances for non-compliance with applicable laws and regulations; and
· cost of fuel for generating facilities and related transportation, which could be impaired by, among other things, disruption of natural gas
storage facilities, to the extent not recovered through regulated rate cost escalation provisions or balancing accounts.
Additional information about risks and uncertainties that could cause results to differ from those currently expected or that otherwise could impact
us, including more detail about the factors described above, is included in our Annual Report on Form 10-K for the year ended December 31, 2018, our
Quarterly Reports on Form 10-Q, and our Current Reports on Form 8-K filed subsequent to that date. Forward-looking statements speak only as of the
date they are made and we are not obligated to publicly update or revise forward-looking statements.
EDISON INTERNATIONAL
Edison International is the parent holding company of Southern California Edison Company, a California public utility. Edison International also
owns or holds interests in companies that are competitive businesses related to the generation or use of electricity. Based in Rosemead, California,
Edison International was incorporated in California in 1987.
The mailing address and telephone number of our principal executive offices are P.O. Box 976, Rosemead, CA 91770 and (626) 302-2222.
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RISK FACTORS
Your decision whether or not to purchase any of the notes will involve some degree of risk. You should be aware of and carefully consider the
following risk factors and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2018 (which is incorporated
by reference in this prospectus supplement and the related base prospectus). New risks may emerge at any time, and we cannot predict such risks or
estimate the extent to which they may affect our financial performance. You should also read and consider all of the other information provided or
incorporated by reference in this prospectus supplement and the related base prospectus before deciding whether or not to purchase any of the notes.
See "Forward-Looking Statements" in this prospectus supplement and "Where You Can Find More Information" in the base prospectus.
You may be unable to sell your notes if a trading market for the notes does not develop.
The notes will be a new series of securities for which there is currently no established trading market, and none may develop. We do not intend to
apply for listing of the notes on any securities exchange or for quotation on any automated dealer quotation system. The liquidity of any market for the
notes will depend on the number of holders of the notes, the interest of securities dealers in making a market in the notes, and other factors. Accordingly,
we cannot assure you as to the development or liquidity of any market for the notes. If an active trading market does not develop, the market price and
liquidity of the notes may be adversely affected. If the notes are traded, they may trade at a discount from their initial offering price depending upon
prevailing interest rates, the market for similar securities, general economic conditions, our performance and business prospects, and certain other
factors.
The notes are our obligations and not obligations of our subsidiaries and will be effectively subordinated to the claims of the subsidiaries'
creditors.
The notes are our obligations exclusively and not obligations of our subsidiaries. Because we are a holding company, our obligations under the
notes will be structurally subordinated to all existing and future liabilities and preferred equity of our subsidiaries. Therefore, our creditors, including
holders of the notes, will not have a direct right to participate in the assets of any subsidiary upon the liquidation or reorganization of the subsidiary.
Instead, our creditors will participate in those assets only to the extent that we receive a distribution from the subsidiary on account of any claim or
interest that we have against or in the subsidiary. At March 31, 2019, our subsidiaries had total consolidated liabilities of approximately $43.9 billion
and preferred equity outstanding with a total liquidation value of approximately $2.2 billion.
We may be unable to meet our ongoing and future financial obligations if our subsidiaries are unable to pay dividends to us.
Our ability to meet our financial obligations is primarily dependent on the earnings and cash flows of our subsidiaries and their ability to pay
dividends, make other distributions or repay funds owed from time to time to us. Prior to funding Edison International, our subsidiaries have financial
and regulatory obligations that must be satisfied, including, among others, debt service and preferred stock dividends. The CPUC also regulates SCE's
capital structure and limits the dividends it may pay to us. In addition, the indenture under which the notes will be issued does not limit our ability, or the
ability of our subsidiaries, to pledge shares of stock as security for other indebtedness.
Certain credit rating agencies may downgrade our credit ratings or place those ratings on negative watch or outlook, which may adversely
affect the market price and liquidity, if any, of the notes.
Earlier this year, certain credit rating agencies downgraded our unsecured debt credit ratings. Our credit ratings may be further affected by a
variety of factors including additional wildfires, the ultimate outcome of uncertainties and potential liabilities associated with the Southern California
wildfire and mudslide events that
occurred in 2017 and 2018, and the reform of California policies allocating liability to investor-owned utilities for wildfire-related damages. Additional
negative actions by credit rating agencies may adversely affect the market price and liquidity, if any, of the notes.
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USE OF PROCEEDS
We intend to use the net proceeds from the offering of the notes for general corporate purposes, which may include the repayment of short-term
indebtedness and contributions, loans or other advances to SCE. The current weighted average interest rate for our commercial paper borrowings is
2.95%.
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CERTAIN TERMS OF THE NOTES
The notes will be a series of our debt securities issued under an indenture dated as of September 10, 2010 between Edison International, as issuer,
and The Bank of New York Mellon Trust Company, N.A., as trustee.
The summary of selected provisions of the notes and the indenture referred to below supplements, and to the extent inconsistent supersedes and
replaces, the description of the general terms and provisions of the debt securities and the indenture contained in the accompanying base prospectus.
This summary is not complete and is qualified by reference to provisions of the notes and the indenture. Forms of the notes and the indenture have been
or will be filed with the Securities and Exchange Commission and you may obtain copies as described under "Where You Can Find More Information"
in the accompanying base prospectus.
Interest Rate and Maturity
The notes will bear interest at the rate of 5.75% per year. Interest on the notes will be payable semi-annually in arrears on June 15 and
December 15 of each year, beginning on December 15, 2019 (short first interest period), to the holders of record at the close of business on the
immediately preceding June 1 and December 1, respectively. Interest will be computed on the basis of a 360-day year consisting of twelve 30-day
months; provided that the amount of interest payable for any period shorter or longer than a full interest period will be computed on the basis of a
360-day year consisting of twelve 30-day months and the actual number of days elapsed in the period using 30-day months.
The notes will mature on June 15, 2027. The notes are subject to earlier redemption at our option as described under "--Optional Redemption."
If any interest payment date, redemption date or the maturity date of the notes is not a business day in any place of payment, then payment of the
principal, premium, if any, and interest may be made on the next business day in that place of payment. In that case, no interest will accrue on the
amount payable for the period from and after the applicable interest payment date, redemption date or maturity date, as the case may be. The regular
record date for all payments of interest on the notes will be the first day of the month in which payment is to be made, whether or not such day is a
business day.
We will pay interest on, principal of, and any premium on, the notes at stated maturity, upon redemption or otherwise, as described under
"--Book-Entry, Delivery and Form." The notes initially will be issued in book-entry form and represented by global securities deposited with, or on
behalf of, The Depository Trust Company, as Depositary, and registered in the name of Cede & Co., its nominee. This means that you will not be
entitled to receive a certificate for the notes that you purchase except in limited circumstances. If any of the notes are issued in certificated form they
will be issued only in fully registered form without coupons, in denominations of $1,000 and integral multiples of $1,000.
Ranking
The notes will be our unsecured senior debt obligations and will rank on a parity in right of payment with all of our other unsecured and
unsubordinated indebtedness. The notes are our obligations exclusively, and are not the obligations of any of our subsidiaries. Because we conduct our
operations primarily through our subsidiaries and substantially all of our consolidated assets are held by our subsidiaries, the notes will be effectively
subordinated to all existing and future liabilities (including indebtedness) and preferred equity of our subsidiaries. At March 31, 2019, our subsidiaries
had total consolidated liabilities of approximately $43.9 billion, and preferred equity outstanding with a total liquidation value of approximately
$2.2 billion. See "Description of the Debt Securities--Ranking--Holding Company Structure" in the accompanying base prospectus.
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Optional Redemption
We will be entitled to redeem the notes at our option as described below. You will not be permitted to require us to redeem or repurchase the notes
at your option.
All or a portion of the notes may be redeemed at our option at any time or from time to time. The redemption price for the notes to be redeemed
on any redemption date prior to April 15, 2027 will be equal to the greater of the following amounts:
· 100% of principal amount; or
· the sum of the present values of the remaining scheduled payments of principal and interest, assuming for such purpose that the notes mature
on April 15, 2027, on the notes being redeemed on that redemption date (not including any portion of any payments of interest accrued to the
redemption date) discounted to the redemption date on a semi-annual basis at the Adjusted Treasury Rate (as defined below) plus 50 basis
points, as determined by the Independent Investment Banker (as defined below),
plus, in each case, accrued and unpaid interest on the notes to be redeemed to but excluding the redemption date. The redemption price will be
calculated by us on the basis of a 360-day year consisting of twelve 30-day months.
The redemption price for the notes to be redeemed on any redemption date on or after April 15, 2027 will be equal to 100% of the principal
amount of the notes being redeemed plus accrued and unpaid interest thereon to but excluding the redemption date.
Notwithstanding the foregoing, installments of interest on notes that are due and payable on interest payment dates falling on or prior to a
redemption date will be payable on the interest payment date to the registered holders as of the close of business on the relevant record date according to
the notes and the indenture.
"Adjusted Treasury Rate" means, for any date fixed for redemption, the rate per year equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the
Comparable Treasury Price for the date fixed for redemption.
"Comparable Treasury Issue" means the United States Treasury security or securities selected by an Independent Investment Banker as having an
actual or interpolated maturity comparable to the remaining term of the notes to be redeemed (assuming for such purpose that the notes mature on
April 15, 2027) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate
debt securities of comparable maturity to the remaining term of the notes to be redeemed (assuming for such purpose that the notes mature on April 15,
2027).
"Comparable Treasury Price" means, for any date fixed for redemption, the average of the four Reference Treasury Dealer Quotations for the date
fixed for redemption after excluding the highest and lowest such Reference Treasury Dealer Quotations.
"Independent Investment Banker" means one of the Reference Treasury Dealers appointed by us or its successor or, if such firm or its successor,
as applicable, is unwilling or unable to select the Comparable Treasury Issue, one of the remaining Reference Treasury Dealers appointed by us.
"Reference Treasury Dealer" means each of (1) Citigroup Global Markets Inc., Mizuho Securities USA LLC, Morgan Stanley & Co. LLC and
RBC Capital Markets, LLC, and any other primary U.S. Government securities dealer in the United States of America (a "Primary Treasury Dealer")
designated by, and not affiliated with, any of the foregoing or their successors, provided, however, that if any of the foregoing, or any of their designees,
ceases to be a Primary Treasury Dealer, we will appoint another Primary Treasury Dealer as a substitute, and (2) any other Primary Treasury Dealer
selected by us.
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