CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Offered | Maximum Aggregate Offering Price | Amount of Registration Fee(1) |
1.80% Secured Medium-Term Notes, Series I, due June 1, 2019 | $250,000,000 | $32,200 |
(1) | The filing fee of $32,200 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 May
28, 2014
(To Prospectus Supplement dated May 7, 2013
and Prospectus dated November 23,
2011)
1.80% Secured Medium-Term Notes, Series I, due June 1, 2019
PUBLIC SERVICE ELECTRIC AND GAS COMPANY (PSE&G)
CUSIP: 74456QBG0 Trade Date: May 28, 2014 Original Issue Date/Settlement Date: June 2, 2014 Principal Amount: $250,000,000 Price to Public: 99.819% of Principal Amount, plus accrued interest from June 2, 2014 if settlement occurs after that date Purchase Price: 99.319% of Principal Amount Net Proceeds to Company: $248,297,500 Interest Rate: 1.80% per annum Initial Interest Accrual Date: June 2, 2014 Interest Payment Dates: June 1 and December 1, commencing December 1, 2014 Regular Record Dates: May 15 and November 15 Maturity Date: June 1, 2019 These Notes are DTC Eligible and will be issued in book-entry form |
Mode of Distribution: [X] Underwritten [ ] Agented [ ] Barclays Capital Inc. [ ] BNP Paribas Securities Corp. [X] BNY Mellon Capital Markets, LLC ($16,875,000) [X] CIBC World Markets Corp. ($38,125,000) [ ] Credit Suisse Securities (USA) LLC [ ] Goldman, Sachs & Co. [X] J.P. Morgan Securities LLC ($43,750,000) [X] Mitsubishi UFJ Securities (USA), Inc. ($38,125,000) [ ] Mizuho Securities USA Inc. [X] Morgan Stanley & Co. LLC ($43,750,000) [ ] RBC Capital Markets, LLC [ ] RBS Securities Inc. [X] Scotia Capital (USA) Inc. ($43,750,000) [ ] Wells Fargo Securities, LLC [X] MFR Securities, Inc. ($8,750,000) [X] U.S. Bancorp Investments, Inc. ($16,875,000)
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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 May 1, 2019 (the date that is one month 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 10 basis points (0.10%), plus, in either case, accrued interest thereon to the date of redemption.
At any time on or after May 1, 2019 (the date that is one month 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.
Supplemental United States Federal Income Tax Considerations:
Pursuant to Treasury regulations, 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, upon original issuance, the Secured Medium-Term Notes will not be subject to FATCA withholding.