Filed Pursuant to Rule 433
Registration Statement No. 333-266487-05
Dated August 16, 2022
PECO Energy Company
$425,000,000 First and Refunding Mortgage Bonds 4.375% Series Due 2052
Pricing Term Sheet
| Issuer: | PECO Energy Company |
| Ratings: | Aa3 (Moody’s); A (S&P); A+ (Fitch) |
| Securities: | First and Refunding Mortgage Bonds |
| Trade Date: | August 16, 2022 |
| Settlement Date**: | August 23, 2022 (T+5) |
| Principal Amount: | $425,000,000 |
| Maturity: | August 15, 2052 |
| Coupon: | 4.375% |
| Benchmark Treasury: | 2.875% due May 15, 2052 |
| Benchmark Treasury Price and Yield: | 95-02+ / 3.130% |
| Spread to Benchmark Treasury: | +127 basis points |
| Yield to Maturity: | 4.400% |
| Public Offering Price: | 99.587% |
| Interest Payment Dates: | February 15 and August 15, commencing February 15, 2023 |
| Optional Redemption Provisions: | At any time prior to February 15, 2052 (i.e., six months prior to the maturity date of the Bonds), at a make whole price equal to the greater of (a) discounted to the redemption date on a semi-annual basis at the Treasury Rate plus 20 basis points or (b) 100% of the principal amount; and on or after February 15, 2023, at 100% of the principal; plus, in each case, accrued and unpaid interest to the redemption date |
| CUSIP: | 693304BE6 |
| ISIN: | US693304BE65 |
| Joint Book Running Managers: | BofA Securities, Inc. Citigroup Global Markets Inc. |
Senior Co-Managers: Co-Managers: |
RBC Capital Markets, LLC BNP Paribas Securities Corp. Mizuho Securities USA LLC PNC Capital Markets LLC Scotia Capital (USA) Inc. M&T Securities, Inc. Academy Securities, Inc. Blaylock Van, LLC C.L. King & Associates, Inc. Drexel Hamilton, 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 August 23, 2022, which will be the fifth business day following the date of this term sheet (“T+5”). Under Rule 15c6-1 under the Exchange Act, trades in the secondary market generally 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 of this term sheet or the next two succeeding business days will be required, by virtue of the fact that the bonds initially will settle in T+5, 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 BofA Securities, Inc., toll-free at 1-800-294-1322, Citigroup Global Markets Inc., toll-free at 1-800-831-9146, and RBC Capital Markets, LLC toll-free at 1-866-375-6829.