Filed Pursuant to Rule 433
Registration Statement No. 333-277223-01
Dated June 3, 2024
Baltimore Gas and Electric Company
$400,000,000 5.300% Notes Due 2034
$400,000,000 5.650% Notes Due 2054
Pricing Term Sheet
| Issuer: | Baltimore Gas and Electric Company | |
| Expected Ratings*: | A3 (Moody’s); A (S&P); A (Fitch) | |
Securities: | 5.300% Notes due 2034 | 5.650% Notes due 2054 |
| Trade Date: | June 3, 2024 | June 3, 2024 |
| Settlement Date**: | June 6, 2024 (T+3) | June 6, 2024 (T+3) |
| Principal Amount: | $400,000,000 | $400,000,000 |
| Maturity: | June 1, 2034 | June 1, 2054 |
| Coupon: | 5.300% | 5.650% |
| Benchmark Treasury: | 4.375% due May 15, 2034 | 4.250% due February 15, 2054 |
| Benchmark Treasury Price and Yield: | 99-25+ / 4.400% | 95-03+ / 4.552% |
| Spread to Benchmark Treasury: | 93 basis points | 110 basis points |
| Yield to Maturity: | 5.330% | 5.652% |
| Public Offering Price: | 99.771% of the principal amount | 99.972% of the principal amount |
| Interest Payment Dates: | June 1 and December 1, commencing December 1, 2024 | June 1 and December 1, commencing December 1, 2024 |
| Optional Redemption Provisions: | At any time prior to March 1, 2034 (three months prior to the maturity date) (the “Par Call Date”), at a make whole price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 15 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in each case, accrued | At any time prior to December 1, 2053 (six months prior to the maturity date) (the “Par Call Date”), at a make whole price equal to the greater of (1)(a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 20 basis points less (b) interest accrued to the date of redemption, and (2) 100% of the principal amount of the Notes to be redeemed, plus, in each |
| | and unpaid interest to the redemption date. | case, accrued and unpaid interest to the redemption date. |
| | | |
| CUSIP: | 059165 ER7 | 059165 ES5 |
ISIN: | US059165ER77 | US059165ES50 |
| Joint Book-Running Managers: | BNP Paribas Securities Corp. MUFG Securities Americas Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. | BNP Paribas Securities Corp. MUFG Securities Americas Inc. PNC Capital Markets LLC SMBC Nikko Securities America, Inc. |
| | Credit Agricole Securities (USA) Inc. | Credit Agricole Securities (USA) Inc. |
| | RBC Capital Markets, LLC | RBC Capital Markets, LLC |
Co-Managers: | Academy Securities, Inc. C.L. King & Associates, Inc. Guzman & Company Independence Point Securities LLC | Academy Securities, Inc. C.L. King & Associates, Inc. Guzman & Company Independence Point Securities 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.
**We expect to deliver the bonds on or about June 6, 2024, which will be the third business day following the date of this term sheet (“T+3”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade bonds on the date of this term sheet will be required, by virtue of the fact that the bonds initially will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent failed settlement and should consult their own 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 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 BNP Paribas Securities Corp., at (800) 854-5674, MUFG Securities Americas Inc. at (877) 649-6848, PNC Capital Markets LLC at (855) 881-0697 or SMBC Nikko Securities America, Inc. at (888) 868-6856.
