Southern California Edison Company’s $1.38 Billion Offering

June 9, 2021

Cleary Gottlieb represented Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC, and Morgan Stanley & Co. LLC, as representatives of the underwriters, in an offering of $475 million of floating-rate first-and-refunding mortgage bonds, Series 2021F, due 2022; $450 million of 2.5% first-and-refunding mortgage bonds, Series 2021G, due 2031; and $450 million of 3.65% first-and-refunding mortgage bonds, Series 2021H, due 2051 by Southern California Edison Company (SCE).

The senior debt securities are secured by a lien on substantially all of SCE’s property and franchises. The bond transaction priced on June 9, 2021, and will close on June 14, 2021.

The fixed-rate bonds are SCE’s inaugural sustainability bonds. The proceeds from the sustainability bonds are intended to be used for SCE’s various environmental and social initiatives, including projects promoting renewable energy, clean transportation, energy efficiency and carbon reduction, climate change adaptation, and socioeconomic advancement and empowerment, including gender inclusion.

The interest payment calculation for the floating-rate bonds will be based on based on compounded SOFR (referencing the SOFR index) for each quarterly interest period. The net proceeds for the floating-rate bonds will be used to repay commercial paper borrowings and for general corporate purposes.

SCE is an investor-owned public utility primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of Southern California, excluding the City of Los Angeles and certain other cities. It owns and operates transmission, distribution, and generation facilities, and procures power from a variety of sources, including other utilities, merchant generators, and other nonutility generators.