SCE’s and Edison International’s $2.05 Billion Offerings

Cleary Gottlieb advised the underwriters in two offerings by Southern California Edison Co. (SCE) and Edison International.

Cleary represented the underwriters, Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and MUFG Securities Americas Inc., in an offering of $1.5 billion aggregate principal amount of first-and-refunding mortgage bonds: consisting of $850 million of 5.25% first-and-refunding mortgage bonds Series 2025C due 2030 and $650 million of 6.2% first-and-refunding mortgage bonds Series 2025D due 2055 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 March 12, 2025, and is expected to close on March 17, 2025.

Cleary also represented the underwriters, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Wells Fargo Securities LLC, in an offering of $550 million 6.25% senior notes due 2030 by Edison International.

The offering priced on March 11, 2025, and is expected to close on March 14, 2025.

The net proceeds from the offering will be used to contribute to the repayment at maturity of Edison International’s outstanding 4.95% senior notes due 2025, for general corporate purposes, and to repay commercial paper borrowings. 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. Southern California Edison, is one of the largest electric utilities in the U.S. and a longtime leader in renewable energy and energy efficiency.

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.