Filed Pursuant to Rule 433
Issuer Free Writing Prospectus
Registration No. 333-255823-01
March 21, 2023
Pricing Information
Oklahoma Gas And Electric Company
$350,000,000 5.60% Senior Notes, Series due April 1, 2053
| Issuer | Oklahoma Gas and Electric Company |
| Ratings (Moody’s / S&P / Fitch)* | A3 (Stable) / A- (Stable) / A (Stable) |
| Principal Amount | $350,000,000 |
| Collateral Type | Senior Unsecured Notes |
| Format | SEC Registered |
| Trade Date | March 21, 2023 |
| Settlement Date (T+9) | April 3, 2023 |
| Maturity | April 1, 2053 |
| Interest Payment Dates | Semi-annual payments on April 1 and October 1 of each year, beginning October 1, 2023 |
|
Optional Redemption Provisions Make Whole Call Par Call |
T + 30 bps (at any time before October 1, 2052) At any time on or after October 1, 2052 |
| Benchmark Treasury | 4.000% due November 15, 2052 |
| Benchmark Treasury Price | 104-23+ |
| Benchmark Treasury Yield | 3.734% |
| Spread to Benchmark Treasury | T + 190 bps |
| Reoffer Yield | 5.634% |
| Coupon | 5.60% |
| Price to Public | 99.511% of the principal amount |
| CUSIP / ISIN | 678858BY6 / US678858BY62 |
| Joint Book-Running Managers | Mizuho Securities USA LLC |
| RBC Capital Markets, LLC | |
| Wells Fargo Securities, LLC | |
| Co-Managers | Morgan Stanley & Co. LLC |
| BofA Securities, Inc. | |
| PNC Capital Markets LLC | |
| Scotia Capital (USA) Inc. | |
| MFR Securities, 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*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawn at any time.
Settlement Date: The closing will occur on April 3, 2023, which will be more than two U.S. business days after the date of this pricing term sheet. Under Rule 15c6-1 under the Securities Exchange Act of 1934, 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 the senior notes on the date of pricing will be required, by virtue of the fact that the senior notes initially will settle in T+9, to specify an alternative 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 Mizuho Securities USA LLC at (866) 271-7403, RBC Capital Markets, LLC at (866) 375-6829 or Wells Fargo Securities, LLC at (800) 645-3751.