Exhibit (a)(5)(B)
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Edison
International Announces Waiver of Minimum Tender Condition and
Extension of Tender Offers for Its 5.00% Fixed-Rate Reset Cumulative
Perpetual
Preferred Stock, Series B and
5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A
ROSEMEAD, Calif., Nov. 8, 2023 — Edison International (NYSE: EIX) today announced the waiver of the Minimum Tender Condition (as defined below) and
the extension of the expiration date from November 8, 2023 at 8:00 a.m., New York City time, to November 16, 2023 at 8:00 a.m., New York City time, for its previously announced cash tender offers to purchase its outstanding 5.00%
Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series B (the “Series B Preferred Stock” and such offer, the “Series B Offer”) and 5.375% Fixed-Rate Reset Cumulative Perpetual Preferred Stock, Series A (the “Series A
Preferred Stock” and, together with the Series B Preferred Stock, the “Securities” and such offer, the “Series A Offer” and, together with the Series B Offer, the “Offers” each, an “Offer”) for a maximum
aggregate purchase price in cash of up to $750 million (the “Maximum Aggregate Purchase Price”), plus Accrued Dividends (as defined below).
“Minimum Tender Condition” means the Company’s obligation to accept for purchase, and to pay for, any Securities validly tendered (and not
validly withdrawn) being conditioned upon the valid tendering of Securities that would result in an aggregate purchase price for the Securities validly tendered, not withdrawn and accepted for purchase of at least $300 million.
The Company has waived the Minimum Tender Condition such that the Offers are no longer conditioned upon the Minimum Tender Condition. The Offers remain
conditioned upon all other conditions.
Based on information provided by the depositary, as of November 8, 2023 at 8:00 a.m., New York City time,
which was the previous expiration date of the Offers, $182,423,000 aggregate liquidation preference of Series B Preferred Stock and $85,399,000 aggregate liquidation preference of Series A Preferred Stock had been validly tendered and not validly
withdrawn. Holders who have validly tendered and not validly withdrawn their shares do not need to re-tender their shares or take any other action in connection with the extension of the Offers. The Offers
will expire on November 16, 2023 at 8:00 a.m., New York City time, unless the Company extends or earlier terminates either of the Offers (such time and date, as the same may be extended or earlier terminated, the “Expiration Date”).
The consideration for the Securities tendered and accepted for purchase will equal $895 per $1,000 liquidation preference per share of Series B Preferred
Stock pursuant to the Series B Offer and $915 per $1,000 liquidation preference per share of Series A Preferred Stock pursuant to the Series A Offer, plus Accrued Dividends. As used in connection with the Offers, “Accrued Dividends” means,
for each $1,000 liquidation preference per share of Securities, accrued and unpaid dividends from the last dividend payment date with respect to such Security up to, but not including, the settlement date of the Offers, assuming for purposes of the
Offers that a dividend for such Security had in fact been declared during such period.
