0000891092-19-008302.txt : 20190808 0000891092-19-008302.hdr.sgml : 20190808 20190808082558 ACCESSION NUMBER: 0000891092-19-008302 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20190808 DATE AS OF CHANGE: 20190808 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-221639 FILM NUMBER: 191007579 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 424B3 1 e5968_424b3.htm PRICING SUPPLEMENT

Filed Pursuant to Rule 424(b)(3)
Registration Statement No. 333-221639

Subject to Completion, dated August 8, 2019

Pricing Supplement to Prospectus Supplement Dated May 2, 2018

and Prospectus Dated November 17, 2017

Pricing Supplement dated August     , 2019

(To Prospectus Supplement dated May 2, 2018

and Prospectus dated November 17, 2017)

% Secured Medium-Term Notes, Series M, due August 1, 2049

PUBLIC SERVICE ELECTRIC AND GAS COMPANY (PSE&G)

CUSIP:

Trade Date: August      , 2019

Original Issue Date/Settlement Date: August      , 2019

Principal Amount: $

Price to Public:      % of Principal Amount, plus accrued interest from August      , 2019 if settlement occurs after that date

Purchase Price:      % of Principal Amount

Net Proceeds to Company: $

Interest Rate:      % per annum

Initial Interest Accrual Date: August      , 2019 Interest Payment Dates: February 1 and August 1, commencing February 1, 2020

Regular Record Dates: January 15 and July 15

Maturity Date: August 1, 2049

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

Mode of Distribution: [X] Underwritten [   ] Agented

[   ] Barclays Capital Inc.

[X] BofA Securities, Inc.

[   ] BNP Paribas Securities Corp.

[   ] BNY Mellon Capital Markets, LLC

[X] CIBC World Markets Corp.

[   ] Citigroup Global Markets Inc.

[   ] Credit Suisse Securities (USA) LLC

[   ] Goldman Sachs & Co. LLC

[   ] J.P. Morgan Securities LLC

[X] Loop Capital Markets LLC

[X] MFR Securities, Inc.

[   ] Mizuho Securities USA LLC

[   ] Morgan Stanley & Co. LLC

[X] MUFG Securities Americas Inc.

[X] RBC Capital Markets, LLC

[X] Scotia Capital (USA) Inc.

[   ] TD Securities (USA) LLC

[X] Wells Fargo Securities, LLC



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 February 1, 2049 (the date that is six 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 February 1, 2049 (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     basis points (    %), plus, in either case, accrued interest thereon to the date of redemption.

At any time on or after February 1, 2049 (the date that is six 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 February 1, 2049) 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 to repay all of our indebtedness outstanding under our commercial paper program. As of July 31, 2019, we had $163.5 million of indebtedness outstanding under our commercial paper program at an average interest rate of 2.52% per annum and with an average maturity of 7 days. We intend to use the remaining net proceeds from the sale of the Secured Medium-Term Notes, together with cash on hand, to repay at maturity the $250 million aggregate principal amount of our 2.000% Secured Medium-Term Notes, Series J, due August 15, 2019, together with accrued and unpaid interest thereon.

No PRIIPs KID:

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

 

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