UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01Entry into a Material Definitive Agreement
On April 8, 2022, Edison International entered into a Term Loan Credit Agreement (the "Term Loan Agreement") with the lenders named therein and Wells Fargo Bank, National Association, as Administrative Agent. The Term Loan Agreement provides for a $600 million term loan that matures on April 7, 2023. The term loan may be prepaid in whole or in part without any premium or penalty. Edison International expects to use the proceeds of the term loan for general corporate purposes which may include the repayment of debt, including senior notes. The term loan bears interest at either an adjusted term SOFR plus a margin of 0.70% or a base rate with no applicable margin. The Term Loan Agreement contains customary representations and warranties, covenants and events of default and has one financial covenant, requiring that Edison International maintain at the end of each quarter a ratio of consolidated total recourse indebtedness to consolidated capital at a level that does not exceed 0.70 to 1.0.
Edison International continues to expect to issue securities according to its previously disclosed 2022 financing plan, consisting of securities containing $300 to $400 million of equity content and refinancing $700 million of parent debt maturities with new debt issuances.
The lenders that are a party to the Term Loan Agreement or their affiliates have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services for Edison International and certain of its subsidiaries and affiliates, for which service they have in the past received, and may in the future receive, customary compensation and reimbursement of expenses. In addition, each of the lenders party to the Term Loan Agreement are lenders under the $1.5 billion revolving credit facility of Edison International and the $3.35 billion revolving credit facility of its subsidiary, Southern California Edison.
The foregoing descriptions is qualified in its entirety by reference to the full text of the Term Loan Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01.
Item 9.01Financial Statements and Exhibits
(d) | Exhibits |
See the Exhibit Index below.
EXHIBIT INDEX
| ||
Exhibit No. |
| Description |
10.1 | ||
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: April 8, 2022