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 total 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 the company. 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.
According to SCE, “The consideration for the Trust Securities tendered and accepted for purchase will equal $25 per $25 liquidation amount of Trust Securities pursuant to the Offer (the ‘Offer Price’), plus Accrued Distributions. As used in connection with the Offer, ‘Accrued Distributions’ means, for each $25 liquidation amount of Trust Securities, accrued and unpaid distributions from the last distribution payment date with respect to such Trust Security up to, but not including, the Settlement Date (as defined below) of the Offer, assuming for purposes of the Offer that a distribution for such Trust Security had in fact accrued during such period.”
SCE intends to use cash on hand to pay both for the securities purchased through this offer and any related fees or expenses. The company notes that securities tendered may be withdrawn at any time before the expiration date by following procedures outlined in the official offer documents.
The terms and conditions are detailed in documents titled “Offer to Purchase” and “Letter of Transmittal,” both dated November 20, 2025. These materials are available upon request to record holders and other interested parties. SCE urges holders to review these documents before making any decisions regarding participation in the offer.
In compliance with Rule 13e-4(c)(2) under the Securities Exchange Act of 1934, SCE has filed an Issuer Tender Offer Statement on Schedule TO with the U.S. Securities and Exchange Commission (SEC). This filing contains additional information about the offer and can be accessed via https://www.sec.gov/.
Barclays Capital Inc., J.P. Morgan Securities LLC, Mizuho Securities USA LLC, and Santander US Capital Markets LLC are serving as dealer managers for this transaction. Global Bondholder Services Corporation is acting as both tender agent and information agent.
SCE emphasizes that this announcement is solely informational: “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 THE TRUST SECURITIES SHOULD CAREFULLY READ PRIOR TO MAKING ANY DECISION.”
Southern California Edison is one of America’s largest electric utilities and serves approximately 15 million people through five million customer accounts across Central, Coastal, and Southern California.
Statements made about expectations regarding this offer are forward-looking statements subject to risks and uncertainties. Further details can be found in SCE’s filings with the SEC or on its investor website at https://www.edisoninvestor.com/.
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