Southern California Edison in $275 Million 5.75% Fixed-to-Floating Rate Trust Preference Securities Offering

March 6, 2014

Cleary Gottlieb represented J.P. Morgan Securities, Morgan Stanley, RBC Capital Markets and Wells Fargo Securities as the underwriters in a registered offering of $275 million 5.75% Fixed-to-Floating Rate Trust Preference Securities (Cumulative, Liquidation Amount $25 per Trust Preference Security) issued by SCE Trust III and guaranteed by Southern California Edison. The transaction closed on March 6, 2014.

This offering was substantially similar in structure to prior offerings of trust preference securities guaranteed by Southern California Edison, in which Cleary Gottlieb also represented the underwriters. As with the prior offerings, the March 2014 offering employed a traditional trust preferred structure, but with the twist that the sole assets of the Trust consisted of Southern California Edison’s cumulative, perpetual preference stock instead of the deeply subordinated debt typically held by trusts in such deals. The terms of and payments due on the Trust securities mirror the terms of and payments due on Southern California Edison’s preference stock. The Trust securities have been approved for listing on the NYSE under its listing standards for “Other Securities,” so the listing does not subject Southern California Edison to NYSE regulation.

Southern California Edison supplies electricity to a 50,000 square mile service area in coastal, central, and southern California.