24 Nov 2025

Edison International Preferred Stock Tender Offers and SCE Trust Preferred Tender Offer

"Cleary Gottlieb represented Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC as dealer managers in Edison International’s offers to buy its Series B and Series A preferred stock, and acted as counsel to Southern California Edison in the related SCE Trust V tender. Offers launched Nov. 20, 2025 and are expected to expire Dec. 19, 2025."

Cleary Gottlieb represented Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC as dealer managers in Edison International’s tender offers, and served as counsel in Southern California Edison’s offer relating to SCE Trust V. The transaction comprised concurrent tender offers launched on November 20, 2025. Edison International invited holders to tender for cash any and all of its outstanding 5% fixed-rate reset cumulative perpetual preferred stock, Series B, and its 5.37% fixed-rate reset cumulative perpetual preferred stock, Series A. These offers are expected to expire on December 19, 2025 and to settle shortly thereafter. Separately, Cleary Gottlieb acted as counsel in Southern California Edison’s offer to purchase for cash any and all of the outstanding 5.45% fixed-to-floating rate trust preference securities issued by SCE Trust V, a Delaware statutory trust subsidiary of SCE. Cleary Gottlieb has been the longtime designated underwriters’ counsel on securities offerings by Edison International and its subsidiary Southern California Edison and was the sole external counsel engaged for this transaction. Edison International is a public utility that, through its subsidiaries including Southern California Edison, is primarily engaged in supplying and delivering electricity to an approximately 50,000 square mile area of Southern California. Cleary Gottlieb represented Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC as dealer managers in Edison International’s tender offers and acted as outside counsel to Southern California Edison in its SCE Trust V tender offer, with a team composed by: partner David Lopez; senior attorney Elizabeth Chang; associates Peter Simon and Jin Kwon; and law clerk Crystal Lee. Partner Matthew Brigham and associate Nathaniel Pribil advised on tax matters.
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