Unassociated Document
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of Securities Offered |
Maximum
Aggregate Offering Price |
Amount
of Registration
Fee(1) |
2.450%
Secured Medium-Term Notes, Series N, due January 15, 2030 |
$300,000,000 |
$38,940 |
(1) The
filing fee of $38,940 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 dated January 7, 2020
(To Prospectus Supplement dated January 7, 2020
and Prospectus dated November 17, 2017)
2.450% Secured
Medium-Term Notes, Series N, due January 15, 2030
PUBLIC
SERVICE ELECTRIC AND GAS COMPANY (PSE&G)
CUSIP:
74456QCB0 Trade Date: January 7, 2020 Original Issue Date/Settlement Date: January 9, 2020 Principal Amount:
$300,000,000 Price to Public: 99.770% of Principal Amount, plus accrued interest from January
9, 2020 if settlement occurs after that date Purchase Price: 99.170% of Principal Amount Net Proceeds to Company:
$297,510,000 Interest Rate: 2.450% per annum Initial Interest Accrual Date: January 9, 2020
Interest Payment Dates: January 15 and July 15, commencing July 15, 2020 Regular Record Dates: January 1 and July 1
Maturity Date: January 15, 2030 These Notes are DTC Eligible and will be issued in book-entry form. |
|
Mode
of Distribution: [X] Underwritten [ ] Agented
[X] Academy Securities, Inc. ($9,000,000) [ ] Barclays Capital Inc.
[X] BNP Paribas Securities Corp. ($57,000,000)
[X] BNY Mellon Capital Markets, LLC ($40,500,000) [ ] BofA Securities,
Inc. [X] CastleOak Securities, L.P. ($19,500,000) [ ] CIBC World Markets
Corp. [X] Citigroup Global Markets Inc. ($57,000,000) [ ] Credit Suisse
Securities (USA) LLC [ ] Goldman Sachs & Co. LLC [ ]
J.P. Morgan Securities LLC [X] Mizuho Securities USA LLC ($57,000,000) [ ]
Morgan Stanley & Co. LLC [ ] MUFG Securities Americas Inc. [X]
PNC Capital Markets LLC ($19,500,000) [ ] RBC Capital Markets, LLC [ ]
Scotia Capital (USA) Inc. [X] TD Securities (USA) LLC ($40,500,000) [ ]
U.S. Bancorp Investments, Inc.
[ ] Wells Fargo Securities, LLC |
Redemption Provisions:
The
Secured Medium-Term Notes, Series N 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 October 15, 2029 (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 October 15, 2029 (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 (0.100%), plus, in either
case, accrued interest thereon to the date of redemption.
At
any time on or after October 15, 2029 (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 October 15, 2029) 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 $300 million aggregate principal amount of 3.150% Secured Medium-Term Notes, Series N, due January
1, 2050, to repay our indebtedness outstanding under our commercial paper program. As of January 3, 2020, we
had approximately $357 million of indebtedness outstanding under our commercial paper program at an average
interest rate of 1.95% per annum and with an average maturity of 27 days. The commercial paper indebtedness
was incurred for working capital purposes and to fund a dividend from the Company to its parent, Public Service
Enterprise Group Incorporated.
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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