8-K: SCE Tender Offer Concludes, $181M in Trust Securities Acquired

Southern California Edison announced the successful expiration and results of its cash tender offer for 5.45% Fixed-to-Floating Rate Trust Preference Securities, accepting $181.3 million in aggregate liquidation preference.

Summary

• Southern California Edison (the Company) announced the expiration and results of its previously announced cash tender offer for any and all of the outstanding 5.45% Fixed-to-Floating Rate Trust Preference Securities (the Trust Securities) issued by SCE Trust V.
• The tender offer expired on December 19, 2025, at 5 p.m., New York City time.
• An aggregate liquidation preference of $181,274,175 of Trust Securities were validly tendered and not validly withdrawn.
• The Company has accepted for purchase all such validly tendered and not withdrawn Trust Securities.
• The consideration for the accepted Trust Securities is $25 per $25 liquidation amount, plus Accrued Distributions.
• Accrued Distributions cover unpaid distributions from the last payment date up to, but not including, the Settlement Date.
• All conditions to the Offer were deemed satisfied or waived by the Company by the Expiration Date.
• The Settlement Date, when the aggregate purchase price will be paid, is expected to be December 23, 2025.

Sentiment

Score: 7

Explanation: The successful completion of the tender offer is a positive, routine capital management event, indicating effective financial operations without introducing new risks or significant changes.

Positives

• The successful completion of the tender offer allows Southern California Edison to repurchase a significant portion of its 5.45% Fixed-to-Floating Rate Trust Preference Securities, potentially optimizing its capital structure.
• The offer was fully subscribed for the tendered amount, indicating strong participation from security holders.

Risks

• Statements regarding expectations about the Offer, financings, and other non-historical facts are forward-looking statements that involve risks and uncertainties, and 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.

Future Outlook

Statements about expectations regarding the Offer and financings are forward-looking and involve risks and uncertainties, meaning actual results could differ materially from current expectations. Southern California Edison has no obligation to publicly update or revise any forward-looking statements.

Industry Context

This tender offer represents a routine capital management activity for a large electric utility like Southern California Edison. Such actions are common in the utility sector to manage financing costs, optimize capital structure, and respond to market conditions for various types of securities.

Comparison to Industry Standards

• The execution of a cash tender offer for preference securities is a standard financial tool used by utilities and other large corporations for capital structure management.
• The terms, including the offer price at par plus accrued distributions, are typical for such repurchases, aiming to provide a fair exit for investors while managing the company's liabilities.

Stakeholder Impact

• **Shareholders:** Potential positive impact on capital structure and future financing costs, though likely minor for a routine event.
• **Trust Security Holders:** Those who tendered their securities will receive cash consideration ($25 per $25 liquidation amount plus accrued distributions) on the Settlement Date, providing liquidity.

Next Steps

• The Company expects the Settlement Date for the tender offer to be December 23, 2025, at which point payments will be made to tendering security holders.

Key Dates

Recommendation

The successful completion of a tender offer is a routine capital management activity for a large, established utility. It does not present new information that would significantly alter the fundamental investment thesis for Southern California Edison, warranting a 'hold' recommendation as it aligns with ongoing financial strategy rather than a new catalyst for significant price movement.

Keywords

Southern California Edison, SCE, Tender Offer, Trust Securities, Fixed-to-Floating Rate, Preference Securities, Debt Repurchase, Capital Management, Utility, Edison International