Item 8.01Other Events
On August 4, 2022, Edison International established an at-the-market equity distribution program (the “ATM Program”) by entering into a Distribution Agreement (collectively, the “Distribution Agreements”), with each of Citigroup Global Markets Inc.; Barclays Capital Inc.; BofA Securities, Inc.; J.P. Morgan Securities LLC; Mizuho Securities USA LLC; MUFG Securities Americas Inc.; and Wells Fargo Securities, LLC, each acting as sales agent for Edison International (each, a “Sales Agent” and collectively, the “Sales Agents”). The Distribution Agreements provide that, in addition to the issuance of common stock through the Sales Agents, Edison International may enter into one or more forward sales confirmations (each, a “Confirmation”) with each of Citibank, N.A.; Barclays Bank PLC; Bank of American, N.A.; JPMorgan Chase Bank, National Association; Mizuho Markets Americas LLC; MUFG Securities EMEA plc; and Wells Fargo Bank, National Association, each acting as forward purchaser (each, a “Forward Purchaser” and collectively, the “Forward Purchasers”) pursuant to which the relevant Forward Purchaser will borrow shares of Edison International’s common stock from third parties and, through its affiliated Sales Agent (each Sales Agent when acting in such capacity is referred to as a “Forward Seller”), sell a number of shares of Edison International’s common stock equal to the number of shares underlying the applicable Confirmation. Under the ATM Program, Edison International may, from time to time, offer and sell shares of its common stock, no par value, having an aggregate sales price of up to $500,000,000. The applicable Sales Agent and Forward Sellers will be entitled to compensation as provided under the terms of the applicable Distribution Agreement.
Edison International will not initially receive any proceeds from the sale of borrowed shares by a Forward Seller. Edison International expects to physically settle each particular forward sale transaction with the relevant Forward Purchaser on one or more dates specified by Edison International on or prior to the maturity date of that particular Confirmation, in which case Edison International would expect to receive aggregate cash proceeds at settlement equal to the product of the initial forward price under the relevant Confirmation and the number of shares of common stock underlying the Confirmation, subject to the price adjustment and other provisions of the Confirmation. However, Edison International may also elect to cash settle or net share settle a particular forward sale transaction, in which case Edison International may not receive any proceeds (in the case of cash settlement) or will not receive any proceeds (in the case of net share settlement), and Edison International may owe cash (in the case of cash settlement) or shares of common stock (in the case of net share settlement) to the relevant Forward Purchaser.
The shares will be offered pursuant to Edison International’s prospectus supplement, dated August 4, 2022 (the “Prospectus Supplement”), which was filed with the Securities and Exchange Commission on such date, and Edison International's automatic shelf registration statement on Form S-3 (File No. 333-258265) originally filed with the Securities and Exchange Commission on July 29, 2021.
In addition, the Distribution Agreements also provide that Edison International may enter a separate terms agreement to sell shares directly to a Sales Agent, as principal in a firm commitment underwritten offering.