0000891092-13-007774.txt : 20130910 0000891092-13-007774.hdr.sgml : 20130910 20130909175449 ACCESSION NUMBER: 0000891092-13-007774 CONFORMED SUBMISSION TYPE: 424B5 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20130910 DATE AS OF CHANGE: 20130909 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: 0717 FILING VALUES: FORM TYPE: 424B5 SEC ACT: 1933 Act SEC FILE NUMBER: 333-178133 FILM NUMBER: 131086486 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 e55366_424b5.htm PRICING SUPPLEMENT a55366.htm - Generated by SEC Publisher for SEC Filing

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities Offered Maximum Aggregate Offering Price Amount of Registration Fee(1)
3.75% Secured Medium-Term Notes, Series I, due March 15, 2024 $250,000,000 $34,100

 

(1)The filing fee of $34,100 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. 333-178133) filed by Public Service Electric and Gas Company on November 23, 2011.
 
 

Filed Pursuant to Rule 424(b)(5)

Registration Statement No. 333-178133

Pricing Supplement dated September 9, 2013
(To Prospectus Supplement dated May 7, 2013
and Prospectus dated November 23, 2011)

3.75% Secured Medium-Term Notes, Series I, due March 15, 2024

PUBLIC SERVICE ELECTRIC AND GAS COMPANY (PSE&G)

CUSIP: 74456Q BD7 Mode of Distribution: [X] Underwritten [   ] Agented
Trade Date: September 9, 2013 [   ] Barclays Capital Inc.
Original Issue Date/Settlement Date: September 12, [   ] BNP Paribas Securities Corp.
2013, which is the third business day following the [X] BNY Mellon Capital Markets, LLC ($37,500,000)
Trade Date. [   ] CIBC World Markets Corp.
Principal Amount: $250,000,000 [X] Credit Suisse Securities (USA) LLC ($43,333,000)
Price to Public: 99.991% of Principal Amount, plus accrued [   ] Goldman, Sachs & Co.
interest from September 12, 2013 if settlement occurs [X] J.P. Morgan Securities LLC ($43,333,000)
after that date [   ] Mitsubishi UFJ Securities (USA), Inc.
Purchase Price: 99.391% of Principal Amount [   ] Mizuho Securities USA Inc.
Net Proceeds to Company: $248,477,500 [X] Morgan Stanley & Co. LLC ($37,500,000)
Interest Rate: 3.75% per annum [X] RBC Capital Markets, LLC ($17,500,000)
Initial Interest Accrual Date: September 12, 2013 [X] RBS Securities Inc. ($43,334,000)
Interest Payment Dates: March 15 and September 15, [   ] Scotia Capital (USA) Inc.
commencing March 15, 2014 [   ] Wells Fargo Securities, LLC
Regular Record Dates: March 1 and September 1 [X] CastleOak Securities, L.P. ($10,000,000)
Maturity Date: March 15, 2024 [X] Citigroup Global Markets Inc. ($17,500,000)
These Notes are DTC Eligible and will be issued in    
book-entry form    

 

Redemption Provisions:

     The Secured Medium-Term Notes, Series I 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 December 15, 2023 (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 thereon (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 15 basis points (0.15%), plus, in either case, accrued interest thereon to the date of redemption.

     At any time on or after December 15, 2023 (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 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 the 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:

     The net proceeds from the sale of the Secured Medium-Term Notes will be added to the general funds of PSE&G and will be used for general corporate purposes, including the repayment of short-term debt primarily consisting of commercial paper incurred to fund the maturity of PSE&G’s $300,000,000 5.375% Secured Medium-Term Notes, Series C, due September 1, 2013.

Supplemental United States Federal Income Tax Considerations:

     Pursuant to final Treasury regulations and an Internal Revenue Service notice, Foreign Account Tax Compliance Act (FATCA) withholding (as described in the prospectus supplement under the caption entitled “United States Federal Income Tax Considerations—Foreign Account Tax Compliance”) will generally not apply to Secured Medium-Term Notes, Series I, that are issued and outstanding as of July 1, 2014. Therefore, the Secured Medium-Term Notes will not be subject to FATCA withholding.