This current report
and its exhibits include forward-looking statements. Edison
International based these forward-looking statements on its current
expectations and projections about future events in light of its
knowledge of facts as of the date of this current report and its
assumptions about future circumstances. These forward-looking
statements are subject to various risks and uncertainties that may
be outside the control of Edison International. Edison
International has no obligation to publicly update or revise any
forward-looking statements, whether due to new information, future
events, or otherwise. This current report should be read with
Edison International's Annual Report on Form 10-K for the year
ended December 31, 2021 and subsequent Quarterly Reports on
Form 10-Q. Additionally, Edison International provides direct links
to EIX presentations, documents and other information at
www.edisoninvestor.com (Presentations and Updates) in order to
publicly disseminate such information.
Item 8.01Other Events
On August 4, 2022, Edison
International established an at-the-market equity distribution
program (the “ATM Program”) by entering into a Distribution
Agreement (collectively, the “Distribution Agreements”), with each
of Citigroup Global Markets Inc.; Barclays Capital Inc.; BofA
Securities, Inc.; J.P. Morgan Securities LLC; Mizuho Securities USA
LLC; MUFG Securities Americas Inc.; and Wells Fargo Securities,
LLC, each acting as sales agent for Edison International (each, a
“Sales Agent” and collectively, the “Sales Agents”). The
Distribution Agreements provide that, in addition to the issuance
of common stock through the Sales Agents, Edison International may
enter into one or more forward sales confirmations (each, a
“Confirmation”) with each of Citibank, N.A.; Barclays Bank PLC;
Bank of American, N.A.; JPMorgan Chase Bank, National Association;
Mizuho Markets Americas LLC; MUFG Securities EMEA plc; and Wells
Fargo Bank, National Association, each acting as forward purchaser
(each, a “Forward Purchaser” and collectively, the “Forward
Purchasers”) pursuant to which the relevant Forward Purchaser will
borrow shares of Edison International’s common stock from third
parties and, through its affiliated Sales Agent (each Sales Agent
when acting in such capacity is referred to as a “Forward Seller”),
sell a number of shares of Edison International’s common stock
equal to the number of shares underlying the applicable
Confirmation. Under the ATM Program, Edison International may, from
time to time, offer and sell shares of its common stock, no par
value, having an aggregate sales price of up to $500,000,000. The
applicable Sales Agent and Forward Sellers will be entitled to
compensation as provided under the terms of the applicable
Distribution Agreement.
Edison International will not
initially receive any proceeds from the sale of borrowed shares by
a Forward Seller. Edison International expects to physically settle
each particular forward sale transaction with the relevant Forward
Purchaser on one or more dates specified by Edison International on
or prior to the maturity date of that particular Confirmation, in
which case Edison International would expect to receive aggregate
cash proceeds at settlement equal to the product of the initial
forward price under the relevant Confirmation and the number of
shares of common stock underlying the Confirmation, subject to the
price adjustment and other provisions of the Confirmation. However,
Edison International may also elect to cash settle or net share
settle a particular forward sale transaction, in which case Edison
International may not receive any proceeds (in the case of cash
settlement) or will not receive any proceeds (in the case of net
share settlement), and Edison International may owe cash (in the
case of cash settlement) or shares of common stock (in the case of
net share settlement) to the relevant Forward Purchaser.
The shares will be offered pursuant
to Edison International’s prospectus supplement, dated
August 4, 2022 (the “Prospectus Supplement”), which was
filed with the Securities and Exchange Commission on such date, and
Edison International's automatic shelf registration statement on
Form S-3 (File No. 333-258265) originally filed with the Securities
and Exchange Commission on July 29, 2021.
In addition, the Distribution
Agreements also provide that Edison International may enter a
separate terms agreement to sell shares directly to a Sales Agent,
as principal in a firm commitment underwritten offering.