Filed pursuant to Rule 433
RegistrationNo. 333-223142-02
Free Writing Prospectus Dated March 18, 2019
Final Term Sheet
LOUISVILLE GAS AND ELECTRIC COMPANY
$400,000,000
FIRST MORTGAGE BONDS, 4.25% SERIES DUE 2049
| Issuer: | Louisville Gas and Electric Company | |
| Issuance Format: | SEC Registered | |
| Trade Date: | March 18, 2019 | |
| Settlement Date: | April 1, 2019 (T+10) | |
| Title: | First Mortgage Bonds, 4.25% Series due 2049 | |
| Principal Amount: | $400,000,000 | |
| Stated Maturity Date: | April 1, 2049 | |
| Interest Payment Dates: | April 1 and October 1, commencing October 1, 2019 | |
| Annual Interest Rate: | 4.25% | |
| Price to Public: | 99.882% of the principal amount | |
| Benchmark Treasury: | 3.375% due November 15, 2048 | |
| Benchmark Treasury Yield: | 3.007% | |
| Spread to Benchmark Treasury: | +125 basis points | |
| Yield to Maturity: | 4.257% | |
| Optional Redemption: | Prior to October 1, 2048 (the “Par Call Date”), the bonds will be redeemable, in whole at any time or in part from time to time, at a redemption price equal to the greater of (i) 100% of the principal amount of the bonds being redeemed and (ii) the sum of the present values of the remaining scheduled payments of principal and interest on the bonds being redeemed that would be due if the Stated Maturity Date of such bonds were the Par Call Date (not including any portion of any payments of interest accrued to, but not including, the Redemption Date), discounted to the Redemption Date on a semi-annual basis at the Adjusted Treasury Rate, plus 20 basis points; plus, in either case, accrued and unpaid interest to the Redemption Date. On or after the Par Call Date, the bonds will be redeemable at a redemption price equal to 100% of the principal amount of the bonds being redeemed, plus accrued and unpaid interest to the Redemption Date. | |
| CUSIP / ISIN: | 546676AY3/US546676AY39 | |
| Joint Book-Running Managers: | Merrill Lynch, Pierce, Fenner & Smith Incorporated Mizuho Securities USA LLC MUFG Securities Americas Inc. Morgan Stanley & Co. LLC PNC Capital Markets LLC | |
| Co-Managers: | BMO Capital Markets Corp. BNP Paribas Securities Corp. BNY Mellon Capital Markets, LLC U.S. Bancorp Investments, Inc. | |
UnderRule 15c6-1 under the Exchange Act, trades in the secondary market are required to settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade Bonds on the date hereof or the next seven succeeding business days will be required, by virtue of the fact that the Bonds initially will settle in T+10, to specify an alternate settlement arrangement at the time of any such trade to prevent a failed settlement. Purchasers of the Bonds who wish to trade the Bonds on the date hereof or the next seven succeeding business days should consult their advisors.
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 atwww.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 Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at1-800-294-1322, Mizuho Securities USA LLC toll-free at1-866-271-7403 or MUFG Securities Americas Inc. toll-free at1-877-649-6848.
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