UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Item 3.03Material Modification of Rights of Security Holders
On November 4, 2021, Edison International closed the public offering of 750,000 shares of its 5.00% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, liquidation value of $1,000 per share (the “Series B Preferred Stock”). Under the terms of the Series B 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 B 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 B Preferred Stock for all preceding dividend periods. The terms of the Series B 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 5.03Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Edison International amended its articles of incorporation to create the Series B Preferred Stock by filing its Series B Preferred Stock Certificate of Determination with the Secretary of State of the State of California on November 5, 2021 (the “Certificate of Determination”). The Series B 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 B Preferred Stock) is incorporated by reference as an exhibit to this report and is incorporated in this Item 5.03 by reference.
Item 8.01Other Events
On November 12, 2021, Edison International closed a public offering and sale of its Series B Preferred Stock pursuant to an underwriting agreement, dated November 4, 2021 with Citigroup Global Markets Inc., Barclays Capital Inc., Credit Suisse Securities (USA) LLC, and Mizuho Securities USA, 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 B Preferred Stock, Edison International is filing a legal opinion regarding the validity of the Series B 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. 333-258265.
The offering is more fully described in the prospectus dated November 4, 2021 and filed with the Securities and Exchange Commission on November 5, 2021.
Item 9.01Financial Statements and Exhibits
(d) | Exhibits |
EXHIBIT INDEX
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Exhibit No. |
| Description |
1.1 | ||
3.1 | ||
4.1 | ||
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) |
SIGNATURE
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.
EDISON INTERNATIONAL | |
(Registrant) | |
/s/ Aaron D. Moss | |
Aaron D. Moss | |
Vice President and Controller |
Date: November 12, 2021