Edison International extends tender offers for 5%, 5.375% preferreds, waives minimum condition

By Marisa Wong

Los Angeles, Nov. 8 – Edison International announced a waiver of the minimum tender condition and an extension of the expiration date under its tenders offers for two series of fixed-rate reset cumulative perpetual preferred stock.

The offers will now expire at 8 a.m. ET on Nov. 16, extended from 8 a.m. ET on Nov. 8, according to a press release.

Originally, the offers were conditioned on the tender of a number of securities that would result in a total purchase price of at least $300 million. The company has decided to waive this minimum tender condition.

Edison launched the offers on Oct. 11, offering to purchase for cash its outstanding $750 million 5% fixed-rate reset cumulative perpetual preferred stock, series B, and $1.25 billion 5.375% fixed-rate reset cumulative perpetual preferred stock, series A, for a maximum aggregate purchase price of up to $750 million, plus accrued dividends.

As of the original expiration time, $182,423,000 aggregate liquidation preference of series B preferreds and $85,399,000 aggregate liquidation preference of series A preferreds had been tendered and not withdrawn.

As before, the offer price is $895 per $1,000 liquidation preference per share of series B preferred stock and $915 per $1,000 liquidation preference per share of series A preferred stock.

The company will also pay accrued dividends up to but excluding the settlement date.

The series B preferreds have priority in acceptance over the series A preferreds, so all tendered series B preferreds will be accepted for purchase before any tendered series A preferreds are accepted.

If the offer is oversubscribed, tendered series A preferreds will be subject to proration.

Securities tendered may still be withdrawn at any time on or prior to the extended expiration date.

Settlement is expected to occur on Nov. 21.

The company said it intends to fund the offer with cash on hand, proceeds of debt issuances, which may include commercial paper and junior subordinated notes, or a combination of those. In any case, the company intends to replace the equity content of any repurchased securities.

Barclays (800 438-3242 or 212 528-7581), Citigroup Global Markets Inc. (800 558-3745 or 212 723-6106) and Mizuho Securities USA LLC (866 271-7403 or 212 205-7562) are the dealer managers for the offers.

Global Bondholder Services Corp. (212 430-3774 or 855 654-2015) is acting as the tender agent and information agent.

The electric utility holding company is based in Rosemead, Calif.

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