Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
Registration No. 333-255823-01
January 3, 2023
Pricing Information
Oklahoma Gas And Electric Company
$450,000,000 5.40% Senior Notes, Series due January 15, 2033
| Issuer | | Oklahoma Gas and Electric Company |
| Ratings (Moody’s / S&P / Fitch)* | | A3 (Stable) / A- (Stable) / A (Stable) |
| Principal Amount | | $450,000,000 |
| Collateral Type | | Senior Unsecured Notes |
| Format | | SEC Registered |
| Trade Date | | January 3, 2023 |
| Settlement Date (T+2) | | January 5, 2023 |
| Maturity | | January 15, 2033 |
| Interest Payment Dates | | Semi-annual payments on January 15 and July 15 of each year, beginning July 15, 2023 |
Optional Redemption Provisions Make Whole Call Par Call | | T + 25 bps (at any time before July 15, 2032) At any time on or after July 15, 2032 |
| Benchmark Treasury | | 4.125% due November 15, 2032 |
| Benchmark Treasury Price | | 102-23+ |
| Benchmark Treasury Yield | | 3.790% |
| Spread to Benchmark Treasury | | T + 165 bps |
| Reoffer Yield | | 5.440% |
| Coupon | | 5.40% |
| Price to Public | | 99.692% of the principal amount |
| CUSIP / ISIN | | 678858 BX8 / US678858BX89 |
| Joint Book-Running Managers | | J.P. Morgan Securities LLC |
| | | MUFG Securities Americas Inc. |
| | | U.S. Bancorp Investments, Inc. |
| Co-Managers | | BofA Securities, Inc. |
| | | KeyBanc Capital Markets Inc. |
| | | Morgan Stanley & Co. LLC |
| | | PNC Capital Markets LLC Scotia Capital (USA) Inc. BOK Financial Securities, Inc. |
BOK Financial Securities, Inc., one of the underwriters, is an affiliate of BOKF, NA, the Trustee under the Indenture.
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawn at any time.
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 J.P. Morgan Securities LLC at (212) 834-4533, MUFG Securities Americas Inc. at (877) 649-6848 or U.S. Bancorp Investments, Inc. at (877) 558-2607.
