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Edison International (EIX) 8-KOther Events

Filed: 6 Mar 23, 4:13pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2023

EDISON INTERNATIONAL

(Exact name of registrant as specified in its charter)


California	001-9936	95-4137452
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

2244 Walnut Grove Avenue

(P.O. Box 976)

Rosemead, California 91770

(Address of principal executive offices, including zip code)

(626) 302-2222

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, no par value	EIX	NYSE	LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01Other Events

On March 1, 2023, Edison International agreed to sell $500,000,000 principal amount of its 8.125% Fixed-to-Fixed Reset Rate Junior Subordinated Notes, due 2053 (the "Notes").

For further information concerning the Notes, refer to the exhibits attached to this report.

Item 9.01Financial Statements and Exhibits

(d)	Exhibits

See the Exhibit Index below.

EXHIBIT INDEX



Exhibit No.		Description

1.1		Underwriting Agreement dated as of March 1, 2023

4.1		Subordinated Debt Indenture dated March 1, 2023, between Edison International and Bank of New York Mellon Trust Company, N.A.

4.2		First Supplemental Indenture dated March 6, 2023, including the Form of 8.125% Fixed-to-Fixed Reset Rate Junior Subordinated Note due 2053

5.1		Opinion of Michael A. Henry, dated March 6, 2023

23.1		Consent of Cleary Gottlieb Steen & Hamilton LLP

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	EDISON INTERNATIONAL
	(Registrant)

	/s/ Kate Sturgess
	Kate Sturgess
	Vice President and Controller

Date: March 6, 2023

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