SecProbe.io

December 2, 2025
Kathleen Brennan de Jesus, Esq.
Senior Attorney
Edison International
2244 Walnut Grove Avenue
P.O. Box 800
Rosemead, California 91770
Re:Edison International
SC TO-I filed November 20, 2025
File No. 005-41447
Dear Kathleen Brennan de Jesus Esq.:
            We have reviewed your filing and have the following comments. In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments by providing the requested information or advise us
as soon as possible when you will respond. If you do not believe our comments apply to your
facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Schedule TO-I filed November 20, 2025
Cautionary Note Regarding Forward-Looking Statements, page iii
1.Refer to the disclosure on page iii indicating that “[t]his Offer to Purchase and the
documents it incorporates by reference contain "forward-looking statements" within
the meaning of Private Securities Litigation Reform Act of 1995 and that "we are not
obligated to publicly update or revise forward-looking statements." We remind you
that the safe harbor protections for forward-looking statements contained in the
federal securities laws do not apply to statements made in connection with a tender
offer. See Section 21E(b)(2)(C) of the Exchange Act and Question 117.05 of
the Going Private Transactions, Exchange Act Rule 13e-3 and Schedule 13E-
3 Compliance and Disclosure Interpretations (January 26, 2009) available
at www.sec.gov. We also remind you of the registrant's obligations under Exchange
Act Rule 13e-3(c)(2), (d)(2) and (e)(3). Please revise the aforementioned disclosure
accordingly.

December 2, 2025
Page 2
Conditions of the Offers, page 11
2.A tender offer may be conditioned on a variety of events and circumstances if they
are not within the direct or indirect control of the offeror. The conditions also must
be drafted with sufficient specificity to allow for objective verification that the
conditions have been satisfied. Refer to Question 101.01 of the Tender Offer Rules
and Schedules Compliance and Disclosure Interpretations (March 17, 2023). Please
revise the following conditions so that they are objectively determinable.
•“there shall have been  threatened , instituted or pending any action or proceeding
by any government or governmental, regulatory or administrative
agency, authority or tribunal or any other person, domestic or foreign, before any
court, authority, agency or tribunal that directly or indirectly challenges
the making of the Offers, the acquisition of some or all of the Securities under the
Offers or otherwise relates in any manner to the Offers...;”
•“there shall have been any action threatened , instituted, pending or taken, or
approval withheld, or any statute, rule, regulation, judgment, order or
injunction threatened...;” and
•“in the Company’s reasonable judgment, there has occurred any of the
following...any significant changes in the prices for the Securities.”
            We remind you that the filing persons are responsible for the accuracy and adequacy
of their disclosures, notwithstanding any review, comments, action or absence of action by
the staff.
            Please direct any questions to Perry Hindin at 202-551-3444.
Sincerely,
Division of Corporation Finance
Office of Mergers & Acquisitions
cc:David Lopez