Southern California Edison (SCE) has announced the start of a cash tender offer to purchase any and all outstanding 5.45% Fixed-to-Floating Rate Trust Preference Securities issued by SCE Trust V, a Delaware statutory trust subsidiary of the company. The aggregate liquidation amount outstanding for these securities is $300 million, with each security having a liquidation amount of $25.
The offer will expire on December 19, 2025 at 5 p.m., New York City time, unless extended or terminated earlier by SCE. Holders who tender their securities and have them accepted for purchase will receive $25 per $25 liquidation amount plus accrued and unpaid distributions from the last distribution payment date up to, but not including, the settlement date.
SCE plans to fund the purchase price and related expenses using cash on hand. Securities tendered can be withdrawn at any time before the expiration date by following procedures outlined in the Offer to Purchase document.
“The terms and conditions of the Offer are described in the Offer to Purchase, dated November 20, 2025 (as it may be amended or supplemented from time to time, the ‘Offer to Purchase’), and the accompanying Letter of Transmittal, dated November 20, 2025 (as it may be amended or supplemented from time to time, the ‘Letter of Transmittal’ and, together with the Offer to Purchase, the ‘Offer Materials’). The Offer is subject to the satisfaction or waiver of certain conditions specified in the Offer Materials.”
According to SCE’s statement: “Upon request, the Offer Materials will be provided to record holders of Trust Securities and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders and similar persons whose names, or the names of whose nominees, appear on the Trust’s stockholder list or, if applicable, who are listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Trust Securities. The Offer Materials contain important information that holders are urged to read before any decision is made with respect to the Offer.”
SCE has filed an Issuer Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC), which contains further details about this offer. These documents can be accessed through www.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 this transaction. Global Bondholder Services Corporation serves as both tender agent and information agent.
“This press release is for informational purposes only and is not an offer or solicitation to purchase trust securities. The offer is being made solely pursuant to the offer materials which set forth the complete terms of the offer that holders of trust securities should carefully read prior to making any decision.”
SCE notes that it is not making this offer in jurisdictions where such actions would violate local laws but may take steps necessary for compliance where possible.
“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.”
The company also cautions investors about forward-looking statements contained in its communications: “Statements contained in this press release about expectations regarding the Offer…are forward-looking statements…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…”
For more information about SCE’s financial filings visit edisoninvestor.com.
