Southern California Edison Announces Expiration and Results of Tender Offer for 5.45% Fixed-to-Floating Rate Trust Preference Securities Issued by SCE Trust V
Southern California Edison Announces Expiration and Results of Tender Offer for 5.45% Fixed-to-Floating Rate Trust Preference Securities Issued by SCE Trust V
A fixed-to-floating rate is a type of loan or investment that starts with a fixed interest rate for a certain period, meaning the payments stay the same, then switches to a variable rate that can change over time based on market conditions. This matters because it offers the stability of fixed payments initially, but also the flexibility to benefit if interest rates drop later.
tender offerfinancial
A tender offer is a proposal made by a person or company to buy shares from existing shareholders at a set price, usually higher than the current market value, within a specific time frame. It matters to investors because it can lead to a change in ownership or control of a company, and shareholders must decide whether to sell their shares at the offered price.
Trust preference securities are income-producing instruments created when a company transfers assets to a separate trust that issues preferred-like securities to investors. They behave like a mix of a bond and a dividend-paying share: investors receive regular fixed or floating payments but are lower in claim than traditional creditors, and issuers often treat them as a way to raise capital with different tax and regulatory treatment. Think of them as a loan wrapped in a trust that pays steady income but carries more risk than senior debt, so investors watch yield and call features closely.
liquidation preferencefinancial
A liquidation preference is a rule that determines who gets paid first and how much they receive when a company is sold, goes bankrupt, or distributes its assets. It gives certain investors a priority claim—often returning their original investment plus any agreed multiple—before other owners receive money, which shapes how much common shareholders and founders ultimately get; think of it as a front-of-the-line pass that affects payout order and investor returns.
accrued distributionsfinancial
Accrued distributions are payments—such as interest, dividends, or partnership shares of profit—that have been earned by investors or a fund but have not yet been paid out. They matter because they represent value that will affect future cash you receive, a fund’s reported income and net asset value, and potential tax obligations—like a paycheck you’ve worked for but haven’t been handed yet.
settlement datefinancial
The settlement date is the day when a securities trade is finalized: the buyer’s cash is delivered and the seller’s shares or bonds are transferred into the buyer’s account. Think of it like the closing day of a purchase, when ownership and payment officially change hands; until then the trade exists as an agreement but not as completed property transfer. Investors care because payment timing affects cash availability, record of ownership, dividends, and legal rights tied to the asset.
Rule 13e-4(c)(2) is a U.S. Securities and Exchange Commission regulation that governs the disclosure and procedural requirements for certain buyout or tender-offer transactions, especially where insiders or controlling parties are involved. It tells companies what information must be given to shareholders and how the offer must be structured and announced, like a checklist that ensures people being asked to sell shares get clear, timely facts. Investors rely on it to judge fairness and to protect against surprise deals or conflicts of interest.
schedule toregulatory
A phrase indicating that a company plans or intends to hold an event, publish information, or take an action at a specified future time, but that the timing is not guaranteed and may change. For investors it signals an expected milestone—like an earnings call, product launch, or filing—so think of it as a calendar note rather than a firm promise; timing shifts can affect trading, expectations, and planning.
ROSEMEAD, Calif.--(BUSINESS WIRE)--
Southern California Edison (the “Company”) today announced the expiration and results for the previously announced cash tender offer to purchase any and all of the outstanding 5.45% Fixed-to-Floating Rate Trust Preference Securities (the “Trust Securities” and such offer, the “Offer”) issued by SCE Trust V, a Delaware statutory trust subsidiary of the Company (the “Trust”), plus Accrued Distributions (as defined below).
The Offer expired on December 19, 2025 at 5 p.m., New York City time (the “Expiration Date”). Based on the count by the depositary for the Offer, as of the Expiration Date, $181,274,175 aggregate liquidation preference of Trust Securities have been validly tendered and not validly withdrawn. The Company has accepted for purchase all such Trust Securities validly tendered and not validly withdrawn as of the Expiration Date.
The consideration for the Trust Securities tendered and accepted for purchase will equal $25 per $25 liquidation amount of Trust Securities pursuant to the Offer, plus Accrued Distributions. As used in connection with the Offer, “Accrued Distributions” means, for each $25 liquidation amount of Trust Securities, accrued and unpaid distributions from the last distribution payment date with respect to such Trust Security up to, but not including, the Settlement Date (as defined below) of the Offer, assuming for purposes of the Offer that a distribution for such Trust Security had in fact accrued during such period. The date on which the Company will pay the aggregate purchase price for all validly tendered and not validly withdrawn Trust Securities that are accepted for purchase is referred to as the “Settlement Date.”
All conditions to the Offer were deemed satisfied or waived by the Company by the Expiration Date. The Company expects that the Settlement Date will be December 23, 2025.
Pursuant to Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company has filed with the Securities and Exchange Commission (the “SEC”) an Issuer Tender Offer Statement on Schedule TO, which contains additional information with respect to the Offer. The Schedule TO, including the exhibits and any amendments and supplements thereto, may be examined, and copies may be obtained, at the SEC’s website at sec.gov.
Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC and Santander US Capital Markets LLC are acting as dealer managers for the Offer. For additional information regarding the terms of the Offer, please contact: Barclays Capital Inc. at 800-438-3242 (toll-free) or 212-528-7581 (collect); J.P. Morgan Securities LLC at 866-834-4666 (toll-free) or 212-834-4818 (collect); Mizuho Securities USA LLC at 866-271-7403 (toll-free) or 212-205-7741 (collect); or Santander US Capital Markets LLC at 855-404-3636 (toll-free) or 212-350-0660 (collect). To confirm delivery of Trust Securities, please contact Global Bondholder Services Corporation, which is acting as the tender agent and information agent for the Offer, at 855-654-2015 (toll-free) or 212-430-3774 (collect).
About Southern California Edison
An Edison International (NYSE: EIX) company, Southern California Edison is one of the nation’s largest electric utilities, serving a population of approximately 15 million via 5 million customer accounts in a 50,000-square-mile service area within Central, Coastal and Southern California.
Safe Harbor Statement for Investors
Statements contained in this press release about expectations regarding the Offer, financings and other statements that do not directly relate to a historical or current fact are forward-looking statements. In this press release, the words “expects,” “will” and variations of such words and similar expressions, or discussions of strategy, plans or actions, are intended to identify forward-looking statements. Such statements reflect our current expectations; however, such statements necessarily involve risks and uncertainties. Actual results could differ materially from current expectations. Other important factors are discussed in Southern California Edison’s Form 10-K and other reports filed with the SEC, which are available on our website: edisoninvestor.com. Southern California Edison has no obligation to publicly update or revise any forward-looking statements, whether due to new information, future events or otherwise.
