Underwriting Agreement dated as of December 1, 2021
Southern California Edison Company
$550,000,000 Floating Rate First and Refunding Mortgage Bonds, Series 2021L,
New York, New York
December 1, 2021
Loop Capital Markets LLC
111 W. Jackson Blvd., Suite 1901
Chicago, Illinois 60604
Samuel A. Ramirez & Company, Inc.
61 Broadway, Suite 2924
New York, New York 10006
Wells Fargo Securities, LLC
550 South Tryon Street
Charlotte, North Carolina 28202
as Representatives of the several Underwriters
Ladies and Gentlemen:
Southern California Edison Company, a corporation organized under the laws of the State of California (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, $550,000,000 aggregate principal amount of its Floating Rate First and Refunding Mortgage Bonds, Series 2021L, Due 2022 (the “Bonds or the “Securities”). The Securities shall be issued under the One Hundred Forty-Ninth Supplemental Indenture to be dated as of December 1, 2021 (the “Supplemental Indenture”) to a Trust Indenture dated as of October 1, 1923 (the “Trust Indenture” and, as supplemented by the Supplemental Indenture, the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., as successor to Harris Trust and Savings Bank, and D.G. Donovan, as successor trustee to Pacific-Southwest Trust & Savings Bank, as trustees (the “Trustees”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the terms Representatives and Underwriters shall mean either the singular or plural as the context requires. Any reference herein to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 which were filed under the Exchange Act on or before the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be; and any reference herein to
the terms “amend,” “amendment” or “supplement” with respect to the Registration Statement, the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement shall be deemed to refer to and include the filing of any document under the Exchange Act after the Effective Date of the Registration Statement or the issue date of the Base Prospectus, any Preliminary Prospectus Supplement or the Final Prospectus Supplement, as the case may be, deemed to be incorporated therein by reference. Certain terms used herein are defined in Section 21 hereof.
Any certificate signed by any officer of the Company and delivered to the Representatives or counsel for the Underwriters in connection with the offering of the Securities shall be deemed a representation and warranty by the Company, as to matters covered thereby, to each Underwriter.
Such opinion will also include language to the effect that such counsel has no reason to believe that, as of the Initial Sale Time, the documents included in the Disclosure Package contained any untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of circumstances under which they were made, not misleading.
Such opinion will also include language to the effect that counsel has no reason to believe that on the Effective Date the Registration Statement contained any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading or that the Final Prospectus Supplement as of its date and on the Closing Date included or includes any untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
In rendering such opinion, such counsel may rely (A) as to matters involving the application of laws of any jurisdiction other than the State of California or the Federal laws of the United States, to the extent she deems proper and specified in such opinion, upon the opinion of other counsel of good standing whom she believes to be reliable and who are satisfactory to counsel for the Underwriters and (B) as to matters of fact, to the extent she deems proper, on certificates of responsible officers of the Company and public officials. Such counsel may render such opinion subject to such exceptions and qualifications as are reasonable or customary under the circumstances and acceptable to counsel for the Underwriters. References to the Final Prospectus Supplement in this paragraph (b) shall also include any supplements thereto at the Closing Date.
If any of the conditions specified in this Section 6 shall not have been fulfilled when and as provided in this Agreement, or if any of the opinions and certificates mentioned above or elsewhere in this Agreement shall not be reasonably satisfactory in form and substance to the Representatives and counsel for the Underwriters, this Agreement and all obligations of the Underwriters hereunder may be canceled at, or at any time prior to, the Closing Date by the Representatives. Notice of such cancellation shall be given to the Company in writing or by telephone or facsimile confirmed in writing.
The documents required to be delivered by this Section 6 shall be delivered at the office of Cleary Gottlieb Steen & Hamilton LLP, counsel for the Underwriters, at One Liberty Plaza, New York, NY, on the Closing Date.
For the purposes of this Section 15:
“BHC Act Affiliate” has the meaning assigned to the term “affiliate” in, and shall be interpreted in accordance with, 12 U.S.C. § 1841(k).
“Covered Entity” means any of the following:
(i) a “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);
(ii) a “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or
(iii) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).
“Default Right” has the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
“U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Dodd-Frank Wall Street Reform and Consumer Protection Act and the regulations promulgated thereunder.
“Act” shall mean the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Base Prospectus” shall mean the prospectus referred to in paragraph 1(a) above contained in the Registration Statement at the Effective Date.
“Business Day” shall mean any day other than a Saturday, a Sunday or a legal holiday or a day on which banking institutions or trust companies are authorized or obligated by law to close in New York City.
“Code” shall mean the Internal Revenue Code of 1986, as amended, and applicable regulations promulgated thereunder.
“Commission” shall mean the Securities and Exchange Commission.
“Disclosure Package” shall mean (i) the Preliminary Prospectus Supplement, as amended and supplemented to the Initial Sale Time, (ii) the Issuer Free Writing
Prospectuses, if any, identified in Schedule III hereto, (iii) the Final Term Sheet and (iv) any other Free Writing Prospectus that the parties hereto shall hereafter expressly agree in writing to treat as part of the Disclosure Package.
“Effective Date” shall mean each date and time that the Registration Statement and any post-effective amendment or amendments thereto became or become effective.
“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder.
“Execution Time” shall mean the date and time that this Agreement is executed and delivered by the parties hereto.
“Final Prospectus Supplement” shall mean the prospectus supplement relating to the Securities that was first filed pursuant to Rule 424(b) after the Execution Time, together with the Base Prospectus.
“Free Writing Prospectus” shall mean a free writing prospectus, as defined in Rule 405.
“Initial Sale Time” shall mean 2:34 p.m. (Eastern time) on the date of this Underwriting Agreement.
“Issuer Free Writing Prospectus” shall mean an issuer free writing prospectus, as defined in Rule 433.
“Material Adverse Effect” shall mean, with respect to the Company, any effect that is materially adverse to the condition (financial or otherwise), prospects, earnings, business or properties of the Company and its subsidiaries, taken as a whole, whether or not arising from transactions in the ordinary course of business.
“Preliminary Prospectus Supplement” shall mean any preliminary prospectus supplement to the Base Prospectus which describes the Securities and the offering thereof and is used prior to filing of the Final Prospectus Supplement, together with the Base Prospectus.
“Registration Statement” shall mean the registration statement referred to in paragraph 1(a) above, including exhibits and financial statements, as amended on each Effective Date and, in the event any post-effective amendment thereto becomes effective prior to the Closing Date, shall also mean such registration statement as so amended.
“Rule 158”, “Rule 163”, “Rule 164”, “Rule 172”, “Rule 405”, “Rule 415”, “Rule 424”, “Rule 433”, “Rule 456” and “Rule 457” refer to such rules under the Act.
“Trust Indenture Act” shall mean the Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission promulgated thereunder.
If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this letter and your acceptance shall represent a binding agreement among the Company and the several Underwriters.
Very truly yours,
SOUTHERN CALIFORNIA EDISON COMPANY
By: /s/ Natalia Woodward
Name: Natalia Woodward
[Signature Page to Underwriting Agreement]
The foregoing Agreement is hereby
confirmed and accepted as of the
date first above written.
LOOP CAPITAL MARKETS LLC
By: /s/ Cecil Brown
Name: Cecil Brown
Title: Senior Vice President
SAMUEL A. RAMIREZ & COMPANY, INC.
By: /s/ Raymond S. O’Connor
Name:Raymond S. O’Connor
Title: Managing Director
WELLS FARGO SECURITIES, LLC
By: /s/ Carolyn Hurley
Name: Carolyn Hurley
Title: Managing Director
For themselves and the other several Underwriters
named in Schedule I to the foregoing Agreement.
[Signature Page to Underwriting Agreement]
Principal Amount of Bonds to be Purchased
Floating Rate First and Refunding Mortgage Bonds,
Series 2021L, Due 2022
SUMMARY OF TERMS
Floating Rate First and Refunding Mortgage Bonds, Series 2021L, Due 2022 (the “Series 2021L Bonds”)
Southern California Edison Company
Expected Ratings of Securities*:
A3 / A- / BBB+ (Stable / Stable / Stable) (Moody’s / S&P / Fitch)
December 1, 2021
December 3, 2021
December 2, 2022
Compounded SOFR plus 0.47%. The interest rate on the Series 2021L Bonds will in no event be lower than zero.
Floating Rate Interest Calculation:
The amount of interest accrued and payable on the Series 2021L Bonds for each interest period will be calculated by the calculation agent and will be equal to (i) the outstanding principal amount of the Series 2021L Bonds multiplied by (ii) the product of (a) the interest rate for the relevant interest period multiplied by (b) the quotient of the actual number of calendar days in such Observation Period (as defined in the Issuer’s preliminary prospectus supplement dated December 1, 2021 (the “Preliminary Prospectus Supplement”)) divided by 360. See “Certain Terms of the Bonds—Interest and Maturity” in the Preliminary Prospectus Supplement.
A compounded average of the daily Secured Overnight Financing Rate (“SOFR”) determined by reference to the SOFR Index (as defined in the Preliminary Prospectus Supplement) for each quarterly interest period in accordance with the specific formula described under “Certain Terms of the Bonds—Interest and Maturity” in the Preliminary Prospectus Supplement.
Interest Payment Dates:
Quarterly in arrears on March 2, 2022, June 2, 2022, September 2, 2022 and at maturity
First Interest Payment Date:
March 2, 2022
Public Offering Price:
Series 2021L Bonds may not be redeemed prior to their maturity.
842400HL0 / US842400HL09
Joint Book-running Managers:
Loop Capital Markets LLC (“Loop Capital Markets”)
Samuel A. Ramirez & Company, Inc. (“Ramirez & Co.”)
Wells Fargo Securities, LLC (“Wells Fargo”)
* Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC
for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC web site at www.sec.gov. Alternatively, Loop Capital Markets, Ramirez & Co., or Wells Fargo can arrange to send you the prospectus if you request it by calling Loop Capital Markets at ###-###-####, Ramirez & Co. at ###-###-####, or Wells Fargo at ###-###-####.
Schedule of Free Writing Prospectuses included in the Disclosure Package