UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 8, 2020
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Commission File Number | | Exact Name of Registrant as specified in its charter | | State or Other Jurisdiction of Incorporation or Organization | | IRS Employer Identification Number |
| 1-2313 | | SOUTHERN CALIFORNIA EDISON COMPANY | | California | | 95-1240335 |
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| | |
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| 2244 Walnut Grove Avenue |
| (P.O. Box 800) |
| Rosemead, | California | 91770 |
| (Address of principal executive offices) |
| (626) | 302-1212 | |
| (Registrant's telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ☐ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ☐ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ☐ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ☐ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Southern California Edison Company:
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| | |
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Cumulative Preferred Stock, 4.08% Series | SCEpB | NYSE American LLC |
| Cumulative Preferred Stock, 4.24% Series | SCEpC | NYSE American LLC
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| Cumulative Preferred Stock, 4.32% Series | SCEpD | NYSE American LLC
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| Cumulative Preferred Stock, 4.78% Series | SCEpE | NYSE American LLC
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement 364-Day Revolving Credit Agreement
On May 8, 2020, Southern California Edison Company ("SCE") entered into a 364-Day Revolving Credit Agreement (the "Credit Agreement") with the lenders named therein, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Barclays Bank PLC, and Bank of America N.A., as co-syndication agents. The Credit Agreement provides for a $1.5 billion revolving credit facility, which terminates on May 7, 2021. SCE expects to use the revolving credit facility for general corporate purposes, including working capital requirements to support operations and capital expenditures. SCE did not draw under the revolving credit facility at the closing.
Borrowings under the Credit Agreement would bear interest at benchmark rates plus a margin that varies with SCE's credit ratings. A facility fee is payable on the commitments of the lenders under the revolving credit facility based on a rate that varies with SCE's credit ratings. The Credit Agreement contains customary representations and warranties, covenants and events of default. The Credit Agreement has only one financial covenant, requiring that SCE maintain at the end of each quarter a ratio of consolidated total indebtedness to consolidated capital at a level that does not exceed .65 to 1.0.
Many of the lenders that are party to the Credit Agreement or their affiliates have in the past performed, currently perform and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services for SCE and certain of its subsidiaries and affiliates, for which service they have in the past received, currently receive and may in the future receive, customary compensation and reimbursement of expenses.
The foregoing description is qualified in its entirety by reference to the full text of the Credit Agreement, filed as Exhibit 10.1 hereto and incorporated by reference herein.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
See Item 1.01.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
See the Exhibit Index below.
EXHIBIT INDEX
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Exhibit No. | Description |
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| 10.1 | 364-Day Revolving Credit Agreement dated as of May 8, 2020, among Southern California Edison Company, the several banks and other financial institutions from time to time parties thereto, JPMorgan Chase Bank, N.A., as administrative agent, and Citibank, N.A., Mizuho Bank, Ltd., MUFG Bank, Ltd., Barclays Bank PLC, and Bank of America N.A. as co-syndication agents. |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | SOUTHERN CALIFORNIA EDISON COMPANY |
| | (Registrant) |
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| | /s/ Aaron D. Moss |
| | Aaron D. Moss |
| | Vice President and Controller |
Date: May 8, 2020
