SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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|Item 3.03|| |
Material Modification to Rights of Security Holders
On March 9, 2021, Edison International closed the public offering of 1,250,000 shares of its 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A, liquidation value of $1,000 per share (the “Series A Preferred Stock”). Under the terms of the Series A Preferred Stock and subject to certain exceptions, Edison International may not declare or pay dividends on, and it and its subsidiaries may not purchase, redeem or otherwise acquire for consideration, shares of Edison International’s common stock or any class or series of capital stock of Edison International that rank junior to the Series A Preferred Stock, unless Edison International has declared and paid (or a sum sufficient for the payment therefor has been set aside) the cumulative dividends on the Series A Preferred Stock for all preceding dividend periods. The terms of the Series A Preferred Stock, including such restrictions, are more fully described in, and this description is qualified in its entirety by reference to, the Certificate of Determination (as defined in Item 5.03 below), a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
|Item 5.03|| |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Edison International amended its articles of incorporation to create the Series A Preferred Stock by filing its Series A Preferred Stock Certificate of Determination with the Secretary of State of the State of California on March 3, 2021 (the “Certificate of Determination”). The Series A Preferred Stock has the terms set forth in the Certificate of Determination, a copy of which (including the form of certificate evidencing the shares of the Series A Preferred Stock) is incorporated by reference as an exhibit to this report and is incorporated in this Item 5.03 by reference.
|Item 8.01|| |
On March 9, 2021, Edison International closed a public offering and sale of its Series A Preferred Stock pursuant to an underwriting agreement, dated March 2, 2021 with Wells Fargo Securities, LLC; BofA Securities, Inc.; J.P. Morgan Securities LLC; and RBC Capital Markets, LLC, as representatives of the several underwriters named therein (the “Underwriters”). The disclosure in this Item 8.01 is qualified in its entirety by the provisions of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto. Such exhibit is incorporated herein by reference. Also, in connection with the issuance and sale of the Series A Preferred Stock, Edison International is filing a legal opinion regarding the validity of the Series A Preferred Stock as Exhibit 5.1 to this Form 8-K for the purpose of incorporating such opinion into the Edison International’s Registration Statement on Form S-3, as amended, No. 333-231121.
The offering is more fully described in the prospectus dated March 2, 2021 and filed with the Securities and Exchange Commission on March 3, 2021.
|Item 9.01|| |
Financial Statements and Exhibits
See the Exhibit Index below.
|1.1||Underwriting Agreement between Edison International and the Underwriters named therein dated as of March 2, 2021|
|3.1||Certificate of Determination of Preferences for the Series A Preferred Stock including the Form of Series A Preferred Stock Certificate|
|4.1||Form of Certificate representing Series A Preferred Stock (included as Exhibit A to Certificate of Determination filed as Exhibit 3.1 hereto)|
|5.1||Opinion of Michael A. Henry (including the consent of such counsel)|
|104||Cover Page Interactive Data File (embedded within the Inline XBRL document)|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Aaron D. Moss|
|Vice President and Controller|
Date: March 9, 2021