Filed Pursuant to Rule 433
Registration Statement No. 333-206629-01
South Carolina Electric & Gas Company
FINAL TERM SHEET
Dated: June 8, 2016
$425,000,000 First Mortgage Bonds, 4.10% Series due June 15, 2046 (“2046 Bonds”)
$75,000,000 First Mortgage Bonds, 4.50% Series due June 1, 2064 (“2064 Bonds”)
Issuer: | South Carolina Electric & Gas Company | |||||
Security Type: | First Mortgage Bonds | |||||
Expected Ratings*: | Moody’s: A3 (negative outlook); S&P: A (stable outlook) | |||||
Trade Date: | June 8, 2016 | |||||
Settlement Date: | June 13, 2016 (T+3) | |||||
2046 Bonds | 2064 Bonds | |||||
Principal Amount: | $425,000,000 | $75,000,000 (Reopening of First Mortgage Bonds, 4.50% Series due June 1, 2064 which were previously issued on May 27, 2014), for a total principal amount outstanding of $375,000,000 | ||||
Maturity Date: | June 15, 2046 | June 1, 2064 | ||||
Interest Payment Dates: | June 15 and December 15, commencing December 15, 2016 | June 1 and December 1, commencing December 1, 2016 | ||||
Coupon (Interest Rate): | 4.10% | 4.50% | ||||
Benchmark Treasury: | 2.500% due February 15, 2046 | 2.500% due February 15, 2046 | ||||
Benchmark Treasury Yield: | 2.512% | 2.512% | ||||
Re-Offer Spread: | +160 basis points (1.60%) | +210 basis points (2.10%) | ||||
Re-Offer Yield: | 4.112% | 4.612% | ||||
Make-Whole Redemption Provision: | Prior to December 15, 2045, make-whole call at Adjusted Treasury Rate +25 basis points | Prior to December 1, 2063, make-whole call at Adjusted Treasury Rate +20 basis points | ||||
Par Redemption Provision: | On or after December 15, 2045 | On or after December 1, 2063 | ||||
Underwriting Discount: | 0.875% | 0.875% | ||||
Net Proceeds to Issuer (before expenses): | $420,405,750, plus accrued interest, if any, from, and including, the Settlement Date | $72,726,000, plus accrued interest from, and including, June 1, 2016 to, but excluding, the Settlement Date | ||||
Price to Public: | 99.794%, plus accrued interest, if any, from, and including, the Settlement Date | 97.843%, plus accrued interest from, and including, June 1, 2016 to, but excluding, the Settlement Date. The total amount of accrued interest on the 2064 Bonds on the Settlement Date will be $112,500 | ||
Denominations: | $1,000 x $1,000 | $1,000 x $1,000 | ||
CUSIP: | 837004 CK4 | 837004 CH1 | ||
Joint Book-Running Managers: | BB&T Capital Markets, a division of BB&T Securities, LLC | |||
J.P. Morgan Securities LLC | ||||
Mitsubishi UFJ Securities (USA), Inc. | ||||
TD Securities (USA) LLC | ||||
UBS Securities LLC | ||||
Wells Fargo Securities, LLC | ||||
Co-Managers: | U.S. Bancorp Investments, Inc. | |||
Drexel Hamilton, LLC | ||||
FTN Financial Securities Corp. |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to review, revision, suspension, reduction or withdrawal at any time by the assigning rating agency.
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 BB&T Capital Markets, a division of BB&T Securities, LLC collect at 1-804-787-8221, J.P. Morgan Securities LLC collect at 1-212-834-4533, Mitsubishi UFJ Securities (USA), Inc. toll free at 1-877-649-6848, TD Securities (USA) LLC toll free at 1-855-495-9846, UBS Securities LLC toll free at 1-888-827-7275 or Wells Fargo Securities, LLC toll free at 1-800-645-3751.
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