Filed Pursuant to Rule 424(b)(5)
Registration No. 333-258265
PROSPECTUS SUPPLEMENT
(To Prospectus dated July 29, 2021)
Up to $500,000,000

Edison International
Common Stock
We may issue, offer and sell shares of our common stock, no par
value, referred to herein as the “common stock,” having an
aggregate sales price of up to $500,000,000 over a period of time
and from time to time through Citigroup Global Markets Inc., or
“Citigroup,” Barclays Capital Inc., or “Barclays,” BofA Securities,
Inc., or “BofA Securities,” J.P. Morgan Securities LLC, or “J.P.
Morgan,” Mizuho Securities USA LLC, or “Mizuho Securities,” MUFG
Securities Americas Inc., or “MUFG,” and Wells Fargo Securities,
LLC, or “Wells Fargo” as our sales agents under distribution
agreements. We refer to each of these entities, in their capacity
as agent, as a “sales agent” and collectively as the “sales
agents.”
The distribution agreements provide that, in addition to the
issuance and sale of common stock by us through the sales agents,
we also may enter into forward sale agreements between us and each
of Citibank, N.A., an affiliate of Citigroup, Barclays Bank PLC, an
affiliate of Barclays, Bank of America, N.A., an affiliate of BofA
Securities, JPMorgan Chase Bank, National Association, an affiliate
of J.P. Morgan, Mizuho Markets Americas LLC, an affiliate of Mizuho
Securities, MUFG Securities EMEA plc, an affiliate of MUFG, and
Wells Fargo Bank, National Association, an affiliate of Wells
Fargo. We refer to each of these entities, when acting in such
capacity, as a “forward purchaser,” and collectively as the
“forward purchasers.” The relevant forward purchaser will borrow
shares from third parties and, through its affiliated forward
seller (as described below), sell a number of shares of our common
stock equal to the number of shares of our common stock that
underlie the forward sale agreement in order to hedge its
obligations under the forward sale agreement. We refer to each of
Citigroup, Barclays, BofA Securities, J.P. Morgan, Mizuho
Securities, MUFG and Wells Fargo, when acting as the agent for a
forward purchaser, as a “forward seller,” and collectively as the
“forward sellers.” In no event will the aggregate sales price of
shares of our common stock sold through the sales agents under the
distribution agreements and through the forward sellers under any
forward sale agreements exceed $500,000,000.
The offering of our common stock pursuant to the distribution
agreements and any forward sale agreements will terminate upon the
earliest of (1) the sale, under the distribution agreements
and any forward sale agreements, of shares of our common stock with
an aggregate sales price of $500,000,000, (2) August 4, 2025
and (3) termination by us or the relevant sales agent any time
upon prior notice, solely with respect to such sales agent;
provided that the distribution agreements will continue in effect
for the duration of any forward sale agreement entered into, but
not yet settled, before such date.
We will not initially receive any proceeds from the sale of
borrowed shares of our common stock by a forward seller. We expect
to receive proceeds from the sale of shares of our common stock
upon future physical settlement of the relevant forward sale
agreement with the relevant forward purchaser on dates specified by
us on or prior to the maturity date of the relevant forward sale
agreement. If we elect to cash settle or net share settle a forward
sale agreement, we may not (in the case of cash settlement) or will
not (in the case of net share settlement) receive any proceeds, and
we may owe cash (in the case of cash settlement) or shares of our
common stock (in the case of net share settlement) to the relevant
forward purchaser. See “Plan of Distribution (Conflicts of
Interest)” in this prospectus supplement.
The shares of our common stock will be offered by means of ordinary
brokers’ transactions through the facilities of the New York Stock
Exchange, or the “NYSE,” or otherwise at market prices prevailing
at the time of sale, at prices related to prevailing market prices
or at negotiated prices, by privately negotiated transactions
(including block sales), or by any other methods permitted by
applicable law, as agreed between us and the sales agents or
forward sellers.
The sales agents and forward sellers are not required to sell any
specific dollar amount of shares of common stock but will use their
commercially reasonable efforts, as our agents and subject to the
terms of the distribution agreements, to sell the shares offered as
instructed by us.
We will pay each sales agent a commission of up to 1% of the sales
price of all shares of our common stock sold through it as our
sales agent under the distribution agreements. The remaining sales
proceeds, after deducting any expenses payable by us and any
transaction fees imposed by any governmental, regulatory or
self-regulatory organization in connection with the sales, will be
our net proceeds for the sale of the shares. In connection with
each forward sale agreement, the relevant forward seller will
receive a commission of up to 1% of the sales price of all borrowed
shares of our common stock sold during the applicable period by it
as a forward seller, which will be reflected in a reduced initial
forward price payable by the relevant forward purchaser under its
forward sale agreement.
Our common stock is listed and trades on the “NYSE” under the
symbol “EIX.” On August 3, 2022, the closing price of our common
stock on the NYSE was $69.30 per share.
Investing in our common stock involves risks. See “Risk Factors ”
beginning on page S-6
of this prospectus supplement and the risk factors included
in our Annual Report on
Form 10-K and in
subsequent Quarterly Reports on
Form 10-Q and
Current Reports on Form 8-K.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
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Citigroup |
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Barclays |
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BofA Securities |
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J.P. Morgan |
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Mizuho Securities |
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MUFG |
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Wells Fargo Securities |
August 4, 2022