Southern California Edison in Securities and Notes Offering

March 9, 2016

Cleary Gottlieb represented J.P. Morgan, Morgan Stanley, RBC and Wells Fargo as representatives of the underwriters in a registered offering of $300 million 5.45% Fixed-to-Floating Rate Trust Preference Securities (Cumulative, Liquidation Amount $25 per Trust Preference Security) issued by SCE Trust V and guaranteed by Southern California Edison.

Cleary Gottlieb also represented the underwriters, led by Barclays, Citigroup, and U.S. Bancorp in connection with a $400 million aggregate principal amount senior notes offering by Edison International, Southern California Edison’s parent.

The trust preference securities offering closed on March 8, 2016 and the notes offering closed on March 9, 2016.

The trust preference securities offering was substantially similar in structure to prior offerings of trust preference securities guaranteed by the Company, in which Cleary Gottlieb also represented the underwriters.  These offerings were specifically designed to allow Southern California Edison to access the retail preferred stock market without becoming subject to certain New York Stock Exchange equity listing requirements, including that preferred stockholders have a right to elect directors after six dividend period non-payments.

As with the prior offerings, the March 2016 trust preference securities 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 the preference stock.  The trust preference 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 is a subsidiary of Edison International, a holding company with subsidiaries involved in both electric utility and non-electric utility businesses. As investor-owned public utility, Southern California Edison supplies electricity to a 50,000 square mile service area in coastal, central, and southern California.