SUBJECT TO COMPLETION, DATED NOVEMBER 4, 2021
PROSPECTUS SUPPLEMENT
(To Prospectus dated
July 29, 2021)
Edison International
$
% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B
($1,000 Liquidation Preference)
We are offering
shares of our % Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B, with a $1,000 liquidation preference per share,
which we refer to as the Series B Preferred Stock.
We will pay cash dividends on the Series B Preferred Stock when, as, and
if declared by our board of directors, or a duly authorized committee of the board, out of funds legally available for payment, at the rate per annum described below on the liquidation preference of $1,000 per share of the Series B Preferred Stock.
Declared dividends on the Series B Preferred Stock will be payable on March 15 and September 15 of each year, commencing on March 15, 2022 (short first dividend period). Dividends on the Series B Preferred Stock will accumulate daily
from and including the most recent date as to which dividends have been paid or, if no dividends have been paid, from the original issue date of the Series B Preferred Stock (the initial issue date).
The initial dividend rate on the shares of Series B Preferred Stock from and including the initial issue date to but excluding March 15,
2027 (the First Reset Date) will be % per annum. On and after the First Reset Date, the dividend rate on the shares of Series B Preferred Stock for each Reset Period (as defined herein) will be a per annum rate
equal to the Five-year U.S. Treasury Rate (as defined herein) as of the most recent Reset Dividend Determination Date (as defined herein), plus a spread equal to (i) in respect of each Reset Period commencing on or after the First Reset Date
but before March 15, 2032 (the First Step-up Date), % (the Initial Margin); (ii) in respect of each Reset Period commencing on or after the First Step-up Date but before March 15, 2047 (the Second Step-up Date), the Initial Margin plus 0.25%; and (iii) in respect of each Reset Period commencing on
or after the Second Step-up Date, the Initial Margin plus 1.00%. See Certain Terms of the Series B Preferred StockDividends.
The shares of Series B Preferred Stock are perpetual and have no maturity date. We may, at our option, redeem the Series B Preferred Stock:
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in whole or in part, from time to time, on any day during the period from and including the December 15
immediately preceding each Reset Date (the First Reset Date and the March 15 of every fifth year after 2027 being a Reset Date) through and including such Reset Date, at a redemption price in cash equal to $1,000 per share; or
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in whole but not in part, at any time within 120 days after the conclusion of any review or appeal process
instituted by us following the occurrence of a Ratings Event (as defined herein), or, if no review or appeal process is available or sought with respect to such Ratings Event, at any time within 120 days after the occurrence of such Ratings Event,
at a redemption price in cash equal to $1,020 per share (102% of the liquidation preference of $1,000 per share),
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plus, in each case,
but subject to certain exceptions, all accumulated and unpaid dividends (whether or not declared) to, but excluding, such redemption date. See Certain Terms of the Series B Preferred StockOptional Redemption.
The Series B Preferred Stock will not have any voting rights, except as set forth under Certain Terms of the Series B Preferred
StockVoting Rights.
We intend to use the net proceeds we receive from this offering to either repay commercial paper
borrowings or for general corporate purposes. See Use of Proceeds.
The shares of Series B Preferred Stock are a new issue of
securities with no established trading market. We will not apply to list the Series B Preferred Stock on any securities exchange or to include the Series B Preferred Stock in any automated quotation system.
Investing in the Series B Preferred Stock involves risks. See Risk Factors beginning on page S-13 of this prospectus supplement and the risk factors included in our Annual Report on Form 10-K for the year ended December 31, 2020 and our Quarterly Report on Form 10-Q for the quarter ended September 30, 2021.
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal
offense.
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Per Share
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Total
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Public offering price(1)
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$
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$
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Underwriting discounts and commissions
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$
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$
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Proceeds to us before expenses
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$
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$
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(1)
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Plus accumulated dividends, if any, from November , 2021.
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The underwriters expect that the Series B Preferred Stock will be delivered in global form through the book-entry delivery system of The
Depository Trust Company on or about November , 2021.
Joint
Book-Running Managers
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Citigroup
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Barclays
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Credit Suisse
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Mizuho Securities
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BNY Mellon Capital Markets, LLC
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SMBC Nikko
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Truist Securities
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November , 2021