Obligation Edison International 7.875% ( US281020AZ01 ) en USD

Edison International

101.516 % ▲

Etas-Unis

US281020AZ01 ( en USD )

7.875% par an ( paiement semestriel )

15/06/2054

Prospectus brochure de l'obligation Edison International US281020AZ01 en USD 7.875%, échéance 15/06/2054

2 000 USD

450 000 000 USD

281020AZ0

15/06/2024 ( Dans 25 jours )

L'Obligation émise par Edison International ( Etas-Unis ) , en USD, avec le code ISIN US281020AZ01, paye un coupon de 7.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 15/06/2054

Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-258265
PROSPECTUS
Edison International
$450,000,000 7.875% Fixed-to-Fixed Reset Rate
Junior Subordinated Notes due 2054
We are offering $450,000,000 aggregate principal amount of our 7.875% Fixed-to-Fixed Reset Rate Junior Subordinated Notes due 2054 (the
"notes"). The notes will bear interest (i) from and including the original issue date (as defined herein) to, but excluding, June 15, 2029 at the rate of
7.875% per annum and (ii) from and including June 15, 2029, during each Reset Period (as defined herein) at a rate per annum equal to the Five-year
U.S. Treasury Rate (as defined herein) as of the most recent Reset Interest Determination Date (as defined herein) plus a spread of 3.658%, to be reset
on each Reset Date (as defined herein), and will mature on June 15, 2054. Interest on the notes will accrue from and including December 7, 2023 and
will be payable semi-annually in arrears on June 15 and December 15 of each year, beginning on June 15, 2024.
So long as no event of default (as defined herein) with respect to the notes has occurred and is continuing, we may, at our option, defer interest
payments on the notes, from time to time, for one or more deferral periods of up to 20 consecutive semi- annual Interest Payment Periods (as defined
herein) each. During any deferral period, interest on the notes will continue to accrue at the then-applicable interest rate on the notes (as reset from time
to time on any Reset Date occurring during such deferral period in accordance with the terms of the notes) and, in addition, interest on deferred interest
will accrue at the then- applicable interest rate on the notes (as reset from time to time on any Reset Date occurring during such deferral period in
accordance with the terms of the notes), compounded semi-annually, to the extent permitted by applicable law. See "Description of the Notes--Option
to Defer Interest Payments" below.
At our option, we may redeem notes at the times and at the applicable redemption prices described in this prospectus. The notes will be our
unsecured obligations and will rank junior and subordinate in right of payment to the prior payment in full of our existing and future Senior
Indebtedness (as defined herein). The notes will rank equally in right of payment with any future unsecured indebtedness that we may incur from time to
time if the terms of such indebtedness provide that it ranks equally with the notes in right of payment.
The notes are a new issue of securities with no established trading market. We do not intend to apply for the listing or trading of the notes on any
securities exchange or trading facility or for inclusion of the notes in any automated quotation system.
Investing in the notes involves risks. See "Risk Factors" beginning on page 10 and the risk factors included in our Annual
Report on Form 10-K for the year ended December 31, 2022 and our Quarterly Report on Form 10-Q for the quarter ended
September 30, 2023.
Per Note
Total
Public Offering Price(1)
100.00%
$450,000,000
Underwriting Discount
1.00%
$ 4,500,000
Proceeds to us (before expenses)(1)
99.00%
$445,500,000
(1)
Plus accrued interest from December 7, 2023, if settlement occurs after that date.
Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
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, S.A., and Euroclear Bank SA/NV, on or about December 7, 2023.
Joint Book-Running Managers
Barclays
Citigroup
Mizuho
Co-Managers
Bancroft Capital
Guzman & Company
Ramirez & Co., Inc.
December 4, 2023

Table of Contents
ABOUT THIS PROSPECTUS
References in this prospectus to "Edison International," "we," "us," and "our" mean Edison International on a stand-alone basis, not consolidated
with its subsidiaries.
We are responsible for the information contained and incorporated by reference in this 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, 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
Page
FORWARD-LOOKING STATEMENTS
2
SUMMARY
5
RISK FACTORS
10
USE OF PROCEEDS
14
DESCRIPTION OF THE NOTES
15
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS
33
UNDERWRITING
37
LEGAL MATTERS
43
EXPERTS
43
WHERE YOU CAN FIND MORE INFORMATION
43

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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"); or (ii) a customer within the meaning of Directive (EU)
2016/97 (as amended, the "Insurance Distribution 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 Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). For the
purposes of this provision, the expression "an offer" includes the communication in any form and by any means of sufficient information on the terms of
the offer and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. 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.
PRIIPs Regulation/Prohibition of Sales to UK 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 United Kingdom ("UK"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined
in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018
("EUWA"); (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act 2000 ("FSMA") and any rules or regulations
made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of
Article 2(1) of Regulation (EU) No 600/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPs Regulation"); or (iii) not a
qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the EUWA. For the purpose of
this provision, the expression "an offer" includes the communication in any form and by any means of sufficient information on the terms of the offer
and the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. Consequently, no key information document
required by Regulation (EU) No 1286/2014 as it forms part of UK domestic law by virtue of the EUWA (the "UK PRIIPS Regulation") for offering or
selling the notes or otherwise making them available to any retail investor in the UK has been prepared and therefore offering or selling the notes or
otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.
This communication is only being distributed to and is only directed at (i) persons who are outside the UK or (ii) investment professionals falling
within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Order") or (iii) high net worth entities, and
other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to
as "relevant persons"). The notes are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such notes will
be engaged in only with, relevant persons. Any person who is not a relevant person should not act or rely on this document or any of its contents.
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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 uninsured wildfire-
related and debris flow-related costs, costs incurred to mitigate the risk of utility equipment causing future wildfires, costs incurred as a
result of the COVID-19 pandemic, and increased costs due to supply chain constraints, inflation, and rising interest rates;
·
the ability of SCE to implement its Wildfire Mitigation Plan and capital program;
·
risks of regulatory or legislative restrictions that would limit SCE's ability to implement operational measures to mitigate wildfire risk,
including its Public Safety Power Shutoff Program ("PSPS") and fast curve settings, when conditions warrant or would otherwise limit
SCE's our operational practices relative to wildfire risk mitigation;
·
risks associated with SCE implementing PSPS, including regulatory fines and penalties, claims for damages and reputational harm;
·
SCE's ability to maintain a valid safety certification, which is required to benefit from certain provisions of California Assembly Bill 1054
("AB 1054");
·
extreme weather-related incidents (including events caused, or exacerbated, by climate change, such as wildfires, debris flows, flooding,
droughts, high wind events and extreme heat events) and other natural disasters (such as earthquakes), which could cause, among other
things, public safety issues, property damage, rotating outages, and other operational issues (such as issues due to damaged infrastructure),
PSPS activations and unanticipated costs;
·
risks that AB 1054 does not effectively mitigate the significant exposure faced by California investor-owned utilities related to liability for
damages arising from catastrophic wildfires where utility facilities are alleged to be a substantial cause, including the longevity of the
Wildfire Insurance Fund, and the California Public Utilities Commission's ("CPUC") interpretation of and actions under AB 1054,
including its interpretation of the prudency standard clarified by AB 1054;
·
our ability to effectively attract, manage, develop and retain a skilled workforce, including its contract workers;
·
decisions and other actions by the CPUC, the Office of Energy Infrastructure Safety of the California Natural Resources Agency, the
Federal Energy Regulatory Commission, the Nuclear Regulatory Commission and other governmental authorities, including decisions and
actions related to nationwide or statewide crisis, determinations of authorized rates of return or return on equity, issuance of SCE's wildfire
safety certification, wildfire mitigation efforts, approval and implementation of electrification programs, and delays in executive,
regulatory and legislative actions;
·
cost and availability of labor, equipment and materials, including as a result of supply chain constraints and inflation;
·
our ability to borrow funds and access bank and capital markets on reasonable terms;
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·
risks associated with the decommissioning of the San Onofre Nuclear Generating Station, including those related to worker and public
safety, public opposition, permitting, governmental approvals, on-site storage of spent nuclear fuel and other radioactive material, delays,
contractual disputes, contractor performance, and cost overruns;
·
our ability to obtain sufficient insurance at a reasonable cost, including insurance relating to 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;
·
pandemics, such as COVID-19, and other events that cause regional, statewide, national or global disruption, which could impact, among
other things, our business, operations, cash flows, liquidity and/ or financial results and cause us to incur unanticipated costs;
·
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;
·
risks associated with cost allocation, resulting in higher rates for utility bundled service customers because of possible customer bypass or
departure for other electricity providers such as 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, and electric service providers;
·
risks inherent in SCE's capital investment program, including those related to project site identification, public opposition, environmental
mitigation, construction, permitting, contractor performance, availability of labor, equipment and materials, weather, changes in the
California Independent System Operator's transmission plans, and governmental approvals;
·
risks associated with the operation of electrical facilities including worker and public 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;
·
actions by credit rating agencies to downgrade our credit ratings or to place those ratings on negative watch or negative outlook;
·
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, effective tax rates and cash flows;
·
changes in future taxable income, or changes in tax law, that would limit our realization of expected net operating loss and tax credit
carryover benefits prior to expiration;
·
changes in the fair value of investments and other assets;
·
changes in interest rates and potential adjustments to SCE's ROE based on changes in Moody's utility bond rate index;
·
changes in rates of inflation, including escalation rates (including whether inflation-related adjustments to SCE's authorized revenues
allowed by public utility regulators are commensurate with inflation rates);
·
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, and similar regulatory bodies in adjoining
regions, and changes in the United States' and California's environmental priorities that lessen the importance placed on greenhouse gas
reduction and other climate related priorities;
·
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;
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·
potential for penalties or disallowance for non-compliance with applicable laws and regulations, including fines, penalties and
disallowances related to wildfires where SCE's equipment is alleged to be associated with ignition; and
·
cost of fuel for generating facilities and related transportation, which could be impacted 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, 2022, 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.
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SUMMARY
The following summary is qualified in its entirety by and should be read together with the more detailed information and audited financial
statements, including the related notes, contained or incorporated by reference in this prospectus.
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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The Offering
Issuer
Edison International
Amount of Notes Offered
$450,000,000 aggregate principal amount of 7.875% Fixed-to-Fixed Reset Rate Junior
Subordinated Notes due 2054 (the "notes").
Maturity
June 15, 2054.
Interest Rate
The notes will bear interest (i) from and including December 7, 2023 to, but excluding,
June 15, 2029 (the "First Reset Date") at the rate of 7.875% per annum and (ii) from and
including the First Reset Date, during each Reset Period at a rate per annum equal to the
Five-year U.S. Treasury Rate as of the most recent Reset Interest Determination Date plus
a spread of 3.658%, to be reset on each Reset Date. For the definitions of the terms "Reset
Period," "Five-year U.S. Treasury Rate," "Reset Interest Determination Date" and "Reset
Date" and for other important information concerning the calculation of interest on the
notes, see "Description of the Notes--Interest Rate and Maturity" below in this prospectus.
Interest Payment Dates
Subject to our right to defer interest payments as described under "Optional Interest
Deferral" below, interest on the notes will be payable semi-annually in arrears on June 15
and December 15 of each year, beginning on June 15, 2024.
Optional Interest Deferral
So long as no event of default with respect to the notes has occurred and is continuing, we
may, at our option, defer interest payments on the notes, from time to time, for one or more
deferral periods of up to 20 consecutive semi-annual Interest Payment Periods each (each
such deferral period, commencing on the interest payment date on which the first such
deferred interest payment otherwise would have been made, an "Optional Deferral
Period"), except that no such Optional Deferral Period may extend beyond the final
maturity date of the notes or end on a day other than the day immediately preceding an
interest payment date. In other words, we may declare at our discretion up to a ten-year
interest payment moratorium on the notes and may choose to do that on one or more
occasions. No interest will be due or payable on the notes during any such Optional
Deferral Period unless we elect, at our option, to redeem notes during such Optional
Deferral Period, in which case accrued and unpaid interest to, but excluding, the
redemption date will be due and payable on such redemption date only on the notes being
redeemed, or unless the principal of and interest on the notes shall have been declared due
and payable as the result of an event of default with respect to the notes, in which case all
accrued and unpaid interest on the notes shall become due and payable. We may elect, at
our option, to extend the length of any Optional Deferral Period that is shorter than 20
consecutive semi-annual Interest Payment Periods (so long as the entire Optional Deferral
Period does not exceed 20 consecutive semi-
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annual Interest Payment Periods or extend beyond the final maturity date of the notes) and
to shorten the length of any Optional Deferral Period. We cannot begin a new Optional
Deferral Period until we have paid all accrued and unpaid interest on the notes from any
previous Optional Deferral Period. During any Optional Deferral Period, interest on the
notes will continue to accrue at the then- applicable interest rate on the notes (as reset from
time to time on any Reset Date occurring during such Optional Deferral Period in
accordance with the terms of the notes). In addition, during any Optional Deferral Period,
interest on the deferred interest will accrue at the then-applicable interest rate on the notes
(as reset from time to time on any Reset Date occurring during such Optional Deferral
Period in accordance with the terms of the notes), compounded semi-annually, to the extent
permitted by applicable law. For the definition of the term "event of default," see
"Description of the Notes--Events of Default" below in this prospectus, and for the
definition of the term "Interest Payment Period" and other important information
concerning our right to defer interest payments on the notes, see "Description of the
Notes--Option to Defer Interest Payments" below in this prospectus.
If we defer payments of interest on the notes, the notes will be treated at that time, solely
for purposes of the original issue discount rules, as having been retired and reissued with
original issue discount for United States federal income tax purposes. This means that if
you are subject to United States federal income taxation on a net income basis, you would
be required to include in your gross income for United States federal income tax purposes
the deferred interest payments on your notes before you receive any cash, regardless of
your regular method of accounting for United States federal income tax purposes. For more
information concerning the tax consequences you may have if payments of interest are
deferred, see "Risk Factors--Holders of the notes subject to United States federal income
taxation may have to pay taxes on interest before they receive payments from us" and
"Material U.S. Federal Income Tax Considerations--Consequences to U.S. Holders
--Exercise of Deferral Option" below in this prospectus.
Certain Restrictions during an Optional Deferral Period During an Optional Deferral Period, we (and our subsidiaries, as applicable) may not do
any of the following (subject to exceptions):
· declare or pay any dividends or distributions on any Capital Stock (as defined in
"Description of the Notes--Option to Defer Interest Payments" below) of Edison
International;
· redeem, purchase, acquire or make a liquidation payment with respect to any Capital
Stock of Edison International;
· pay any principal, interest or premium on, or repay, repurchase or redeem, any
indebtedness of Edison International that ranks equally with or junior to the notes in
right of payment; or
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· make any payments with respect to any guarantees by Edison International of any
indebtedness if such guarantees rank equally with or junior to the notes in right of
payment.
For further important information, including information concerning the exceptions
referred to above, see "Description of the Notes--Option to Defer Interest Payments"
below in this prospectus.
Ranking
The notes will be our unsecured obligations and will rank junior and subordinate in right of
payment to the prior payment in full of our existing and future Senior Indebtedness, to the
extent and in the manner set forth under the caption "Description of the Notes--
Subordination" below in this prospectus. For the definition of the term "Senior
Indebtedness," see "Description of the Notes--Subordination" below in this prospectus.
The notes will rank equally in right of payment with any future unsecured indebtedness
that we may incur from time to time if the terms of such indebtedness provide that it ranks
equally with the notes in right of payment. The notes will be effectively subordinated in
right of payment to any secured indebtedness we have incurred or may incur (to the extent
of the value of the collateral securing such secured indebtedness) and will also be
effectively subordinated to all existing and future liabilities and preferred equity of our
subsidiaries. In addition, the notes will rank senior to Capital Stock of Edison International.
For additional information, see "Risk Factors" and "Description of the Notes-- Ranking"
below in this prospectus.
Optional Redemption
At our option, we may redeem some or all of the notes, as applicable, before their maturity,
as follows:
· in whole or from time to time in part, on any day during any Par Call Period (as defined
in "Description of the Notes-- Redemption--Optional Redemption" below in this
prospectus) at a redemption price in cash equal to 100% of the principal amount of the
notes to be redeemed, plus, subject to the terms described in the first paragraph under
"Description of the Notes--Redemption--Redemption Procedures; Cancellation of
Redemption" below in this prospectus, accrued and unpaid interest on the notes to be
redeemed to, but excluding, the redemption date;
· in whole but not in part, at any time within 120 days after a Tax Event (as defined in
"Description of the Notes-- Redemption--Redemption Following a Tax Event" below
in this prospectus) at a redemption price in cash equal to 100% of the principal amount
of the notes, plus, subject to the terms described in the first paragraph under
"Description of the Notes--Redemption--Redemption Procedures; Cancellation of
Redemption" below in this prospectus, accrued and unpaid interest on the notes to, but
excluding, the redemption date; and
· in whole but not in part, at any time within 120 days after a Rating Agency Event (as
defined in "Description of the Notes--
8