FWP 1 peco3637401-fwp.htm FILING UNDER SECURITIES ACT RULES 163/433 OF FREE WRITING PROSPECTUSES

Filed Pursuant to Rule 433
Registration Statement No. 333-233543-03
Dated September 3, 2019

PECO Energy Company
$325,000,000 First and Refunding Mortgage Bonds, 3.000% Series Due 2049

Pricing Term Sheet

Issuer:       PECO Energy Company
Ratings:* Aa3 (Moody’s); A (S&P); A+ (Fitch)
Securities: First and Refunding Mortgage Bonds
Trade Date: September 3, 2019
Settlement Date:** September 10, 2019 (T+5)
Principal Amount: $325,000,000
Maturity: September 15, 2049
Coupon: 3.000%
Benchmark Treasury: 2.875% due May 15, 2049
Benchmark Treasury Price and Yield: 120-31; 1.942%
Spread to Benchmark Treasury: +110 basis points
Yield to Maturity: 3.042%
Public Offering Price: 99.177%
Interest Payment Dates: March 15 and September 15 of each year,
commencing March 15, 2020
Optional Redemption Provisions: At any time prior to March 15, 2049 (six months prior to the maturity date of the Bonds) at the greater of (i) 100% of the principal amount of the bonds to be redeemed or (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds to be redeemed (excluding interest accrued to the redemption date) discounted to the redemption date on a semi-annual basis (assuming a 360-day year comprised of twelve 30-day months) at the Treasury rate plus 20 basis points, plus, in each case accrued interest to the redemption date
 
At any time on or after March 15, 2049, at 100% of the principal amount, plus accrued interest to the redemption date
CUSIP: 693304 AX5
ISIN: US693304AX55
Joint Book-Running Managers: BofA Securities, Inc.
Citigroup Global Markets Inc.
Goldman Sachs & Co. LLC
SMBC Nikko Securities America, Inc.
Senior Co-Manager: Santander Investment Securities Inc.
Co-Managers: Academy Securities, Inc.
Telsey Advisory Group LLC
The Williams Capital Group, L.P.

*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.

**We expect to deliver the bonds on or about September 10, 2019, which will be the fifth business day following the date of this term sheet (“T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade bonds on the date of this term sheet or the next two succeeding business days will be required, by virtue of the fact that the bonds initially will settle in T+5, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

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, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling BofA Securities, Inc. at 1-800-294-1322, Citigroup Global Markets Inc. at 1-800-831-9146, or Goldman Sachs & Co. LLC at 1-866-471-2526.