Filed pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated March 28, 2023
to Prospectus dated February 21, 2023
Registration No. 333-269881
VIRGINIA ELECTRIC AND POWER COMPANY
FINAL TERM SHEET
March 28, 2023
| | | | |
| | | 2023 Series A 5.00% Senior Notes due 2033 | | 2023 Series B 5.45% Senior Notes due 2053 |
| Principal Amount: | | $750,000,000 | | $750,000,000 |
Expected Ratings* (Moody’s/S&P/Fitch): | | A2 (stable outlook) /
BBB+ (stable outlook) /
A (stable outlook) | | A2 (stable outlook) /
BBB+ (stable outlook) /
A (stable outlook) |
| Trade Date: | | March 28, 2023 | | March 28, 2023 |
| Settlement Date (T+2): | | March 30, 2023 | | March 30, 2023 |
| Final Maturity Date: | | April 1, 2033 | | April 1, 2053 |
| Interest Payment Dates: | | April 1 and October 1 | | April 1 and October 1 |
| First Interest Payment Date: | | October 1, 2023 | | October 1, 2023 |
| Optional Redemption: | | Make Whole Call at T+25 bps prior to January 1, 2033; Par Call on or after January 1, 2033 | | Make Whole Call at T+30 bps prior to October 1, 2052; Par Call on or after October 1, 2052 |
| Benchmark Treasury: | | 3.500% due February 15, 2033 | | 4.000% due November 15, 2052 |
| Benchmark Treasury Yield: | | 3.536% | | 3.746% |
| Spread to Benchmark Treasury: | | +150 bps | | +175 bps |
| Reoffer Yield: | | 5.036% | | 5.496% |
| Coupon: | | 5.00% | | 5.45% |
| Price to Public: | | 99.720% of the principal amount | | 99.327% of the principal amount |
| Proceeds to the Company Before Expenses: | | 99.070% of the principal amount | | 98.452% of the principal amount |
| CUSIP/ISIN: | | 927804 GK4/US927804GK44 | | 927804 GL2/US927804GL27 |
| Joint Book-Running Managers: | | Barclays Capital Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc., SMBC Nikko Securities America, Inc., TD Securities (USA) LLC, BMO Capital Markets Corp., CIBC World Markets Corp., Deutsche Bank Securities Inc., Regions Securities LLC and Truist Securities, Inc. |
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, including the preliminary prospectus supplement dated March 28, 2023, 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:
| | |
| Barclays Capital Inc. | | 1-888-603-5847 (toll-free) |
| Mizuho Securities USA LLC | | 1-866-271-7403 (toll-free) |
| MUFG Securities Americas Inc. | | 1-877-649-6848 (toll-free) |
| Scotia Capital (USA) Inc. | | 1-800-372-3930 (toll-free) |
| SMBC Nikko Securities America, Inc. | | 1-888-868-6856 (toll-free) |
| TD Securities (USA) LLC | | 1-855-495-9846 (toll-free) |
| BMO Capital Markets Corp. | | 1-866-864-7760 (toll-free) |
| CIBC World Markets Corp. | | 1-800-282-0822 (toll-free) |
| Deutsche Bank Securities Inc. | | 1-800-503-4611 (toll-free) |
| Regions Securities LLC | | 1-800-734-4667 (toll-free) |
| Truist Securities, Inc. | | 1-800-685-4786 (toll-free) |
| * | A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
