Item 1.01 Entry into a Material Definitive Agreement
On May 13, 2020, Edison International (the "Company") entered into securities
purchase agreements (the "Purchase Agreements") with certain institutional
investors (the "Purchasers"), pursuant to which the Company agreed to issue and
sell, and the Purchasers agreed to purchase and acquire, 14,181,882 shares of
the Company's common stock, no par value (the "Shares"), in a registered direct
offering (the "Offering"). The Shares were offered at a purchase price of $56.41
per share, and the aggregate gross proceeds to the Company from the Offering is
expected to be approximately $800 million, before deducting certain fees and
expenses related to the Offering and payable by the Company, including the
Offering Fees (as defined below). The Offering is expected to close on or about
May 15, 2020, subject to customary closing conditions.
The Purchase Agreements contain representations, warranties and other provisions
customary for transactions of this nature.
In connection with the Offering, the Company also entered into a Placement
Agency Agreement, dated May 13, 2020 (the "Placement Agency Agreement"), with
Moelis & Company LLC, Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and Barclays Capital Inc. (collectively, the "Placement Agents"). Pursuant to
the Placement Agency Agreement and the engagement letters entered into or
expected to be entered into with other advisors, the Company estimates that it
will pay fees to the Placement Agents and other financial advisors in an
aggregate amount of $14 million (the "Offering Fees") upon and subject to the
closing of the Offering. The Company has also agreed to reimburse the Placement
Agents for certain expenses incurred by the Placement Agents in connection with
the Offering.
The Company offered the Shares pursuant to a prospectus supplement dated May 13,
2020, and a shelf registration statement on Form S-3ASR (File No. 333- 231121)
that was originally filed with the Securities and Exchange Commission on
April 30, 2019.
The foregoing description of the Purchase Agreements does not purport to be
complete and is qualified in its entirety by reference to the full text of the
form of Purchase Agreement, which is filed as Exhibit 10.1 hereto and is
incorporated herein by reference.
A copy of the opinion of Michael A. Henry, the Company's Assistant General
Counsel, relating to the legality of the issuance and sale of the Shares in the
Offering is attached hereto as Exhibit 5.1.
Item 8.01 Other Events
On May 13, 2020, the Company issued a press release announcing the Offering. The
full text of the press release is attached hereto as Exhibit 99.1 and is
incorporated herein by reference.
This Current Report on Form 8-K shall not constitute an offer to sell or the
solicitation to buy Shares, nor shall there be any sale of the Shares in any
state or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any
such state or jurisdiction.
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