Filed Pursuant to Rule 433
Registration No. 333-220479
March 12, 2018
WGL HOLDINGS, INC.
Pricing Term Sheet
$250,000,000 Floating Rate Notes due 2020
| Issuer: | WGL Holdings, Inc. | |
| Ratings (Moody’s / S&P / Fitch)*: | A3 (Negative) / A- (Negative) / A- (Negative Watch) | |
| Security Type: | Floating Rate Senior Unsecured Notes | |
| Offering Size: | $250,000,000 | |
| Pricing Date: | March 12, 2018 | |
| Settlement Date: | March 14, 2018 (T+2) | |
| Interest Payment Dates: | March 12, June 12, September 12 and December 12, commencing June 12, 2018 | |
| Maturity Date: | March 12, 2020 | |
| Coupon: | Floating Rate – reset quarterly based on three-month LIBOR plus 55 bps | |
| Public Offering Price: | 100% per Note, plus accrued interest, if any, from March 14, 2018 | |
| Redemption Provisions: | Not redeemable prior to maturity | |
| CUSIP / ISIN: | 92924F AD8 / US92924FAD87 | |
| Joint Book-Running Managers: | U.S. Bancorp Investments, Inc. RBC Capital Markets, LLC | |
| Co-Managers: | Scotia Capital (USA) Inc. TD Securities (USA) LLC | |
| * | Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time. |
The issuer has filed a registration statement (including a preliminary prospectus supplement and a prospectus) and a prospectus supplement with the U.S. Securities and Exchange Commission (SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus supplement for this offering, the issuer’s prospectus in that registration statement and any 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 searching the SEC online data base (EDGAR) on the SEC web site at http://www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus supplement and prospectus if you request it by calling U.S. Bancorp Investments, Inc. toll-free at 1-877-558-2607 and RBC Capital Markets, LLC toll-free at 1-866-375-6829.
