Edison International $500,000,000 5.45% Senior Notes Due 2029 Underwriting Agreement
Exhibit 1.1
Execution Version
$500,000,000 5.45% Senior Notes Due 2029
X.X. Xxxxxx Securities LLC
000 Xxxxxxx Xxx
Santander US Capital Markets LLC
000 Xxxxxxx Xxx
Xxxxx Fargo Securities, LLC
000 Xxxxx Xxxxx Xxxxxx
Charlotte, North Carolina 28202
As Representatives of the several Underwriters
Edison International, a corporation organized under the laws of the State of California (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $500,000,000 principal amount of its 5.45% Senior Notes Due 2029 (the “Notes,” or the “Securities”), to be issued under the Twelfth Supplemental Indenture (the “Supplemental Indenture”) to be dated as of June 28, 2024, to the Indenture dated as of September 10, 2010 (the “Base Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to
refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.
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Such opinion will also include language to the effect that such counsel has no reason to believe that, as of the Initial Sale Time, the documents included in the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.
Such opinion will also include language to the effect that counsel has no reason to believe that on the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus Supplement as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the extent such counsel deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom such counsel believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent such counsel deems proper, on certificates of responsible officers of the Company and public officials. Such counsel may render such opinion subject to such exceptions and qualifications as are reasonable or customary under the circumstances and acceptable to counsel for the Underwriters, including, with respect to
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opinions (iv), (v) and (vi) above, an assumption that the law of the State of California governs the Base Indenture, Supplemental Indenture and the Securities, as applicable. References to the Final Prospectus Supplement in this paragraph (b) shall also include any supplements thereto at the Closing Date.
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If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, at Xxx Xxxxxxx Xxxxx, Xxx Xxxx, XX, on the Closing Date.
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For the purposes of this Section 15:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
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“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Base Prospectus” shall mean the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder.
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“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Preliminary Prospectus Supplement, as amended and supplemented to the Initial Sale Time, (ii) the Issuer Free Writing Prospectuses, if any, identified in Schedule III hereto, (iii) the Final Term Sheet and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Final Prospectus Supplement” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Initial Sale Time” shall mean 3:00 p.m. (Eastern time) on the date of this Underwriting Agreement.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Material Adverse Effect” shall mean, with respect to the Company, any effect that is materially adverse to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
“Preliminary Prospectus Supplement” shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 433”, “Rule 456” and “Rule 457” refer to such rules under the Act.
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“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
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If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
By:/s/ Xxxxxxx Xxxx_______
Name: Xxxxxxx Xxxx
Title: Vice President and Treasurer
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
X.X. XXXXXX SECURITIES LLC
By: /s/ Som Bhattacharyya___________
Name: Xxx Xxxxxxxxxxxxx
Title: Executive Director
SANTANDER US CAPITAL MARKETS LLC
By: /s/ Xxxxxxx Xxxxxx______________
Name: Xxxxxxx Xxxxxx
Title: Executive Director
XXXXX FARGO SECURITIES, LLC
By: /s/ Xxxxxxx Xxxxxx_______________
Name: Xxxxxxx Xxxxxx
Title: Managing Director
For themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.
[Signature Page to Underwriting Agreement]
Underwriter | Principal Amount of Notes to Be Purchased |
$150,002,000 | |
$150,000,000 | |
$150,000,000 | |
$ 16,666,000 | |
$ 16,666,000 | |
$ 16,666,000 | |
Total | $500,000,000 |
| |
SCHEDULE II
$500,000,000
5.45% Senior Notes Due 2029
SUMMARY OF TERMS | |
Security: | 5.45% Senior Notes Due 2029 (the “Notes”) |
Issuer: | Edison International (“EIX”) |
Principal Amount: | $500,000,000 |
Expected Ratings of Securities*: | [Reserved] |
Trade Date: | June 25, 2024 |
Settlement Date**: | June 28, 2024 (T+3) |
Maturity Date: | June 15, 2029 |
Benchmark US Treasury: | 4.50% due May 31, 2029 |
Benchmark US Treasury Price: | 101-00¾ |
Benchmark US Treasury Yield: | 4.267% |
Spread to Benchmark US Treasury: | T + 120 basis points |
Xxxxxxx Xxxxx: | 5.467% |
Coupon: | 5.45% per annum |
Coupon Payment Dates: | June 15 and December 15 |
First Coupon Payment Date: | December 15, 2024 |
Public Offering Price: | 99.929% of Principal Amount |
Optional Redemption: | Callable at any time prior to May 15, 2029 in whole or in part, at the greater of (a) a “make whole” premium of T+20 bps and (b) 100% of the principal amount of the notes being redeemed plus, in either case, accrued and unpaid interest to but excluding the date of redemption. At any time on or after May 15, 2029, callable, in whole or in part, at 100% of the principal amount of the notes being redeemed plus accrued and unpaid interest to but excluding the date of redemption. |
CUSIP/ISIN: | 000000XX0 / US281020BA41 |
Joint Book-Running Managers: | X.X. Xxxxxx Securities LLC (“X.X. Xxxxxx”) Santander US Capital Markets LLC (“Santander”) Xxxxx Fargo Securities, LLC (“Xxxxx Fargo”) |
Co-Managers: | Apto Partners, LLC Drexel Xxxxxxxx, LLC X. Xxxxxxx & Co., LLC |
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
** Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day (“T+1”), unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the Notes on the Trade Date or the following business day will be required, by virtue of the fact that the Notes initially will not settle in T+1, to specify an alternative settlement cycle at the time of any such trade to prevent a failed settlement and should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting XXXXX on the SEC web site at xxx.xxx.xxx. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling X.X. Xxxxxx at 0-000-000-0000, Santander at 0-000-000-0000 and Xxxxx Fargo at 0-000-000-0000.
SCHEDULE IV
List of Significant Subsidiaries of the Company
Southern California Edison Company