0000891092-18-006445.txt : 20180906 0000891092-18-006445.hdr.sgml : 20180906 20180906150421 ACCESSION NUMBER: 0000891092-18-006445 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20180906 DATE AS OF CHANGE: 20180906 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC SERVICE ELECTRIC & GAS CO CENTRAL INDEX KEY: 0000081033 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRIC & OTHER SERVICES COMBINED [4931] IRS NUMBER: 221212800 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221639 FILM NUMBER: 181057413 BUSINESS ADDRESS: STREET 1: CORPORATE ACCOUNTING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 BUSINESS PHONE: 973-430-7000 MAIL ADDRESS: STREET 1: CORPORATE ACCOUTNING SERVICES STREET 2: 80 PARK PLAZA, 9TH FLOOR CITY: NEWARK STATE: NJ ZIP: 07102-4194 424B5 1 e2063_424b5.htm PRELIMINARY PRICING SUPPLEMENT

 

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration
Fee(1)
3.650% Secured Medium-Term Notes, Series M, due September 1, 2028 $325,000,000 $40,462.50

 

(1)      The filing fee of $40,462.50 is calculated in accordance with Rule 457(r) under the Securities Act of 1933 and relates to the Registration Statement on Form S-3 (No. 333-221639) filed by Public Service Electric and Gas Company on November 17, 2017.

 

 

Filed Pursuant to Rule 424(b)(5)
Registration Statement No. 333-221639

Pricing Supplement to Prospectus Supplement Dated May 2, 2018 and Prospectus Dated November 17, 2017

 

Pricing Supplement dated September 5, 2018
(To Prospectus Supplement dated May 2, 2018
and Prospectus dated November 17, 2017)

 

3.650% Secured Medium-Term Notes, Series M, due September 1, 2028

 

PUBLIC SERVICE ELECTRIC AND GAS COMPANY (PSE&G)


CUSIP: 74456QBX3

Trade Date: September 5, 2018

Original Issue Date/Settlement Date: September 7, 2018

Principal Amount: $325,000,000

Price to Public: 99.984% of Principal Amount, plus accrued interest from September 7, 2018 if settlement occurs after that date

Purchase Price: 99.384% of Principal Amount

Net Proceeds to Company: $322,998,000

Interest Rate: 3.650% per annum

Initial Interest Accrual Date: September 7, 2018

Interest Payment Dates: March 1 and September 1, commencing March 1, 2019

Regular Record Dates: February 15 and August 15

Maturity Date: September 1, 2028

These Notes are DTC Eligible and will be issued in book-entry form.

Mode of Distribution: [X] Underwritten [ ] Agented

[X] Academy Securities, Inc. ($9,750,000)
[ ] Barclays Capital Inc.

[ ] BNP Paribas Securities Corp.

[ ] BNY Mellon Capital Markets, LLC
[X] CIBC World Markets Corp. ($52,000,000)

[ ] Citigroup Global Markets Inc.

[X] Credit Suisse Securities (USA) LLC ($39,000,000)
[ ] Goldman Sachs & Co. LLC

[ ] J.P. Morgan Securities LLC
[X] Loop Capital Markets LLC ($9,750,000)

[X] Merrill Lynch, Pierce, Fenner & Smith
                             Incorporated ($39,000,000)
[ ] Mizuho Securities USA LLC
[ ] Morgan Stanley & Co. LLC

[X] MUFG Securities Americas Inc. ($52,000,000)
[ ] RBC Capital Markets, LLC

[X] Scotia Capital (USA) Inc. ($52,000,000)
[ ] TD Securities (USA) LLC

[X] U.S. Bancorp Investments, Inc. ($19,500,000)

[X] Wells Fargo Securities, LLC ($52,000,000)




Redemption Provisions:

 

The Secured Medium-Term Notes, Series M offered hereby (the “Secured Medium-Term Notes”) will be subject to redemption as described in the prospectus and prospectus supplement.

 

Additionally, the Secured Medium-Term Notes will be subject to redemption at any time prior to June 1, 2028 (the date that is three months prior to the Maturity Date) (the “Make Whole Redemption Period”) on not less than 30 days’ prior written notice to holders, either as a whole or in part, at the option of PSE&G, at a redemption price equal to the greater of (i) 100% of the principal amount of the Secured Medium-Term Notes to be redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest that would be due if such Secured Medium-Term Notes matured on June 1, 2028 (exclusive of accrued interest to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 12.5 basis points (0.125%), plus, in either case, accrued interest thereon to the date of redemption.

 

At any time on or after June 1, 2028 (the date that is three months prior to the Maturity Date), the Secured Medium-Term Notes will be subject to redemption on not less than 30 days’ prior written notice to holders, either as a whole or in part, at the option of PSE&G, at a redemption price equal to 100% of the principal amount of the Secured Medium-Term Notes to be redeemed, plus accrued interest thereon to the date of redemption.

 

 

Treasury Rate” means, with respect to any redemption date during the Make Whole Redemption Period, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date.

 

“Comparable Treasury Issue” means the United States Treasury security selected by an Independent Investment Banker as having a maturity comparable to the remaining term of the Secured Medium-Term Notes to be redeemed (assuming that the Secured Medium-Term Notes matured on June 1, 2028) that would be utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to such remaining term of the Secured Medium-Term Notes to be redeemed.

 

“Comparable Treasury Price” means, with respect to any redemption date during the Make Whole Redemption Period, (i) the average of three Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest of five Reference Treasury Dealer Quotations, or (ii) if the Trustee is unable to obtain five Reference Treasury Dealer Quotations, the average of all Reference Treasury Dealer Quotations so obtained.

 

“Independent Investment Banker” means one of the Reference Treasury Dealers appointed by PSE&G and acceptable to the Trustee.

 

“Reference Treasury Dealer” means a primary U.S. Government Securities Dealer in the United States (a “Primary Treasury Dealer”) selected by PSE&G and acceptable to the Trustee.

 

“Reference Treasury Dealer Quotations” means, with respect to each Reference Treasury Dealer and any redemption date during the Make Whole Redemption Period, the average, as determined by the Trustee, of the bid and asked prices for the Comparable Treasury Issue (expressed, in each case, as a percentage of its principal amount) quoted in writing to the Trustee by such Reference Treasury Dealer at or before 5:00 p.m., New York City time, on the third business day preceding such redemption date.

 

Use of Proceeds:

 

We expect to use a portion of the net proceeds from the sale of the Secured Medium-Term Notes and the concurrent offering of $325.0 million aggregate principal amount of 3.250% Secured Medium-Term Notes, Series M, due September 1, 2023, to repay at maturity $350 million of our 2.300% Secured Medium-Term Notes, Series I, due September 15, 2018, including accrued and unpaid interest thereon.

 

The remaining net proceeds from this offering and the concurrent offering will be used for general corporate purposes.

 

No PRIIPs KID:

 

No PRIIPs key information document (KID) has been prepared as not available to retail in the EEA.

 

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