October 25, 2023
Securities and Exchange Commission
Office of Mergers & Acquisitions
Division of Corporation Finance
100 F Street, NE
Washington, DC 20549-7553
Attention: Christina Chalk and Brian Soares
Re: Edison International
Schedule TO-I filed October 11, 2023
File No. 005-41447
Ladies and Gentlemen:
We, Edison International (the “Company”), are submitting this letter in response to the below comments from the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter dated October 20, 2023, relating to the above referenced Schedule TO-I filed on October 11, 2023, as subsequently amended.
Important, page i
| 1. | Please revise to explain what you mean by this statement: “In any case, the Company intends to replace the equity content of any repurchased securities.” In addition, in an appropriate section of the Offer to Purchase, explain why the Company intends to do so. |
The disclosure has been revised on pages i, 2 and 15 in response to the Staff’s comment.
Section 6 - Conditions to the Offers, page 13
| 2. | We note the disclosure on page 14 of a condition that will be triggered by, “in the Company’s reasonable judgment [...] any change in tax law that would materially change the tax consequences of the Offers.” Please revise to clarify whether this refers to a material change to the tax consequences to the Company, securityholders, or both, and to explain what would be considered a material change to the tax consequences of the Offers. |
The disclosure has been revised to delete this condition on page 14 in response to the Staff’s comment.
| 3. | In the seventh bullet point on page 14, briefly explain the reference to minimum or maximum price limits on prices for securities trading on a U.S. national securities exchange, or delete. |
The disclosure has been revised on page 14 in response to the Staff’s comment. The revised disclosure referencing “a limitation on prices for securities trading on any U.S. national securities” refers to limitations on prices triggered by, for example, the NYSE’s “Limit Up/Limit Down” plan or Nasdaq’s “Limit Up-Limit Down” mechanism.
If you have questions with respect to the responses set forth above, please contact David Lopez of Cleary Gottlieb Steen & Hamilton LLP at (212) 225-2632 or me at (626) 302-3476.
Very truly yours, |
/s/ Kathleen Brennan de Jesus |
Kathleen Brennan de Jesus |
cc: David Lopez
Cleary Gottlieb Steen & Hamilton LLP