Cleary Gottlieb represented BNP Paribas Securities Corp., J.P. Morgan Securities LLC, SMBC Nikko Securities America Inc., and Wells Fargo Securities LLC, as representatives of the underwriters, in an offering of $1.2 billion aggregate principal amount of first-and-refunding mortgage bonds; $750 million of 5.3% first-and-refunding mortgage bonds, Series 2023A, due 2028; and $450 million of 5.7% first-and-refunding mortgage bonds, Series 2023B, due 2053, by Southern California Edison Co. (SCE).
The senior debt securities are secured by a lien on substantially all of SCE’s property and franchises. The bond transaction priced on February 27, 2023, and closed on March 2, 2023.
Cleary also represented BofA Securities Inc., Credit Suisse Securities (USA) LLC, RBC Capital Markets LLC, and Truist Securities Inc., as representatives of the underwriters in an offering of $500 million 8.125% fixed-to-fixed reset rate junior subordinated notes due 2053 by Edison International.
The offering priced on March 1, 2023, and closed on March 6, 2023. This is Edison International’s inaugural issuance of hybrid debt securities. These deeply subordinated debt securities have certain equity-like features, including the right to defer interest payments for a prescribed period of time, and therefore, approximately half of the $500 million aggregate principal amount of debt issued will be assigned equity credit by the rating agencies.
The net proceeds from the offerings will be used for the payment of wildfire claims, to repay commercial paper borrowings, and general corporate purposes. Cleary has been longtime designated underwriters’ counsel on securities offerings by Edison International and its subsidiary Southern California Edison.
Edison International is a public utility that, through its subsidiaries, is primarily engaged in the business of supplying and delivering electricity to an approximately 50,000 square mile area of Southern California.
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.